Opposing Sides
by AnathemaProxy
Summary: Ben is now twelve years old, he has come a long way since his first summer with the omnitrix. However he still has a long way to go, especialy when a new enemy appears, someone he has never met before... Gwen. AU
1. Ben the magnificent

Things to consider

I don't own Ben 10.

spelling, grammar, and punctuation are almost a foreign concept to me.

Bears

Summer was here, and everything that came with it. Mainly that meant one thing. Vacations, big ones small ones, trips to the beach, camping trips and just about any other kind of trip you could imagine. However whenever you have good you must always have evil, and that entails summer book reports, summer school... anything that had to do with school really, was a detriment to summer. That includes School bullies.

However since school was out most bullies had to make due with what they could get there hands on, and what they could get there hands wasn't always what they wanted, but they would take it anyway. Little Katie could attest to that. She had just spent the last half hour playing a game of keep-away with two of her schools most notorious bullies.

"Give it back!" Katie shrieked.

Her cries fell on deaf ears as the the older boys threw her doll back and fourth over her head. One stopping to momentarily hold it down just low enough so she could make a grab for it, before suddenly tossing it to his compatriot.

"Nice try, little girl but we ain't letting you get it so easily." after a moment of holding it over her head he pulled his hand back to throw it to his accomplice. a voice stopped him in his tracks

"Cash, JT. leave her alone." The voice said with authority.

The older boys turned to see who had come to disrupt there fun. Standing a few feet away and about head and shoulders under them was a young boy. both of the girls antagonists raised there eyebrows with the exact same look of confusion before bursting into hysterical laughter.

"Oh man... for a second there i was actually a little worried that we had a problem on our hands." The taller of the two bullies chuckled out.

"You do... Me, and i said ...t to leave her alone." The smaller boy said again. this time with a little less confidence than before.

The Two older boys turned to each other, the one holding the doll dropped it on the ground. "You thinking what im thinking" The shorter of the two smirked. "Yes i am, JT, yes i am."

two minuets later.

"Let Mikey down." Her words had changed but her voice remained just as shrill as Katie pleaded with her tormentors.

"look we only do one request per day, he said leave you alone so we did. We never said nothing about him though." Cash, the taller of the two spat the words at her with great amusement, as he pointed up a nearby tree. in one of the lower branches hung poor Mikey.

Katie wanted to cry, she didn't know what to do. she had been so happy when Mikey had shown up she had completely forgotten that there was no way he could possibly stand up to both Cash and JT at the same time. as she saw him dangling from the tree branch her heart went out to him, and so did her voice.

"Mikey, ill go get someone to get you down." she yelled to him as she spun around to go get help.

help however didn't look like it would get there. standing in the way was JT... the lesser of two evils, yeah...but still evil.

"i don't think you'll be going for help. that is unless you wanna join your boyfriend." he taunted as he approached the small girl. she tried to back away and bumped into something solid.

"yeah wouldn't you two make a lovely couple hanging from that tree." cash said as he started to try and lift the small girl.

"LEAVE HER ALONE." Mikey bellowed from his position in the tree. however neither of the bullies paid him any mind. the crushing defeat he had suffered at there hands only made worse by the fact that he couldn't protect someone important to him, made him want to disappear.

"Hes right, you guys should leave her alone, we wouldn't want you two to get beat up by a little girl." a sudden and mysterious voice mocked the two bullies.

Both boys immediately dropped the girl and turned to face the newcomer, leaning against the tree.

"Tennyson" they both spat in unison.

"Yes. Tennyson. or... Ben... yeah i prefer Ben." he said rather unenthusiastically as the other boys slowly made there way over to his position under the tree. "Actually i think id prefer it if you two just Referred to me as Ben the magnificent." he said with a slight wave of his hand.

without waisting a second Cash and JT jumped on this opportunity. for the last two years he had somehow, magically avoided them. not for lack of trying, and it always blew up in there faces. They would wait for him after school only to find he had already made it home. They tried cornering him at lunchtime, to find that a food fight had started, and they were ground zero. They had even tried pulling fire alarms and breaking school property. However somehow He always managed to get away unscathed, and they were left holding the bag. _not this time_ they both thought to themselves. both boys pulled there fists back and struck at the same time as hard as they could.

A piercing cry of pain emanated throughout the park, as cash and jt both held onto there swollen fists, which they had planted directly into the tree.

"your...not supposed to move......I think my hand's broken." Cash said with teary eyes.

"yeah thats cheating you cant do that at the last second....i cant feel my fingers." JT whined as he started away toward his house.

Cash saw his friend making a break for it and decided it may be time to go to the emergency room himself. " Next time i see you Tennyson your dead." he said half to himself has he coddled his hand.

Ben slowly turned to the two younger children. " And thats why they call me Ben the magnificent."


	2. On The way Home

Once again.

Don't own Ben 10.

and an apology in advanced for any spelling, grammatical, contextual or punctuation related errors.

"Ben!" Katie cried out to the older boy.

Ben winced at the pitch of her voice. He had known her since he was little and he still wasn't used to her voice. Both Katie and Mikey were from around his neighborhood, so in the last couple years he had taken to watching them when there parents would go out for a while. Not a steady babysitter of course he was only twelve. But he could watch them for a couple hours during the day to let there parents get some peace and quiet. He also knew that Mikey had a little crush on Katie while she...well she had a crush on him. Much to his chagrin.

"Hey Katie, next time just let the doll go. Then you can just tell everyone that Cash and JT stole your doll so they could play with it." he said as he strolled over and picked up her doll. He carefully picked it up and tossed it over to her.

"But its my favorite doll, my dad gave it to me for my first birthday." she said softly as she stroked the dolls hair. Ben just shrugged. _Girls and there dolls._ He thought to himself. After making sure she was ok he turned to face the boy hanging in the tree.

"and you Mikey... Good job, and I mean that. It took guts to stand up to those guys, and you kinda remind me of someone I know." he said with a very self important tone. Mikey howeve_r _wasn't happy at all. He just hung there and looked sullen.

"Well we should at least get you down from there." Ben said as he climbed up the tree.

Moments later.

"you didn't have to help you know, I could have taken them." Mikey said crossing his arms as he Ben and Katie walked through the park. He couldn't look either of them in the eye, his tough guy act wasn't that good.

"What are you talking about. Cash and JT put you up there in less than a minute. If Ben hadn't shown up you would still be up there, and so would I." she said in a scolding manner. Ben raised an eyebrow at her.

"Naa. I bet Mikey coulda taken at least one of them. However..." he started as he turned to the younger boy. " Violence is never the answer.... well at least straight forward violence never is. Next time don't shout at them first. It may be impressive and heroic but once they notice you you've lose the element of surprise." he said holding both his hands out in a flashy manner.

"anyway, you two should head home, your parents should be back by now." he said making a shooing gesture at them.

"Alright." the two of them said in unison as they headed off in the direction of there houses. However before they made it to far Ben grabbed Mikey by the arm and brought him over to where he was standing.

"don't worry about it, she'll come around. Besides you were more the hero today than I was." he whispered to the younger boy. Before patting him on the back and sending him on his way.

"Thanks, Ben." Mikey said with a half hearted smile as he made his way back to where Katie waited for him.

As the pair walked away from him Ben couldn't help but feel happy for the two of them. He knew that one day her crush on him would dissipate and she would realize that her hero was next to her the whole time.

"Ahh... young love... still to mushy for me." he said as he reached into his pants pocket and produced a small folded peace of paper. "Now time to make sure I don't die of starvation this summer.... or worse have to eat grandpas cooking."

He stood at the counter of the local supermarket with a small cartload of items. Just things that he was going to need on a daily basis that his grandfather didn't seem to believe in. Milk, eggs, butter, cereal, and last but not least chocolate.

The clerk looked down at the young boy and his items. " getting ready for a summer trip with your grandpa I see." the kindly old lady said as she handed him his change.

"yeah you know him... crazy cuisine for breakfast lunch AND dinner." he stated flatly.

As he left the store he wondered exactly what had happened to his grandfather to make his taste buds so...so inhuman. As he considered this he came to a crosswalk that currently told him to stop. He set his bags down and waited for the light to change. This light however didn't seem to want to let him go.

Ben looked down at his watch. "I'm going to be late." he said as he tapped his foot on the sidewalk in irritation.

Not that his watch had ever told time. Nope since the day he found it the thing could do everything but tell time. He was, however, considering taking a "shortcut" home. His considering was cut short when after a few seconds he heard something approaching from down the street. Sirens.

He squinted to see what was going on, and what was going on appeared to be a high speed chase. In the split second he identified the situation a number of things ran though his head. first was that the car was headed in the direction he had sent his young friends. Second was that this driver seemed all over the road and as such more than just a danger to himself. Third, he considered the lack of bystanders, and what that meant for him. And lastly he thought of a promise he made to his grandfather.

After taking everything into account in that split second he made a decision. He reached down into one of his grocery bags and produced both the jug of milk and the eggs he had bought, as the speeding car drew nearer. He calmly undid the top of the milk and opened the carton of eggs.

"Well so much for breakfast." he thought sullenly to himself as he tossed both containers into the street. However before they ever had a chance to land on pavement they fell straight into the windshield of the speeding car.

The next sequence of events happened slowly for Ben. He could clearly see the panic on the drivers face as the contents of his grocery list hit his car. He could also see the smoke from the tires stopping so suddenly, as the car swerved to the side of the road. And the last thing he saw before grabbing up the remainder of his possessions was the out of control car smashing front first into a nearby telephone poll.

As he walked away he could here the police pulling the man from the vehicle and reading him his rights. After the suspect had been cuffed and stuffed into the cruiser the officers turned to find that the mysterious person who had helped them had vanished.

"Guess the yolks on him" Ben chuckled to himself, as he made his way home.


	3. Tractor Beam

I don't own Ben 10....but neither do you.

Opposing sides

Chapter 3

"Ben...Ben...BEN! Your grandfather is here." Ben's mother shouted from the bottom of the stairs.

The twelve year old poked his head out from behind the door. "you know I heard you the first time." he said as he made his way to the stairs carrying a duffel bag full of his travel clothes. His mother sighed in resignation. " well next time answer me and I wont have to repeat myself... now get over here." she held her arms out to him as he reached the bottom of the stairs.

"I'm gonna miss you kiddo." she said as she pulled him into a bone crushing hug.

Ben hugged her back gently. He had always wanted to tell his parents what he did on vacation with his grandfather, however, he didn't think they would understand the magnitude of what he was doing. It would also cause them unnecessary worrying. "I'm gonna miss you to mom... tell dad I said bye." he said as he pulled away from his mother and made his way to the door.

As he exited his house he suddenly started to smile. He could see his grandfathers old rust bucket of an RV sitting at the end of the driveway. He shifted his bag to his left hand and waived as he approached the door to the RV. As he stepped inside he could see his grandfather in the drivers seat. Waving at his mother.

"You, ready to go sport." Grandpa Max said as he turned around to face his grandson.

"more than ever. Man its been so boring around here lately. Nothing exciting happened since last summer, and I mean nothing." Ben said as he threw his possessions into the back room of the RV where his bunk was. Max turned the RV on and began to pull out into the street.

"I wouldn't Say nothing Ben, I saw your handiwork on the news earlier today." the older man said as he turned his head to give Ben a wry smile. "besides sometimes, normal life is fun in and of itself."

"Sometimes...more like once in a million years, and.....What do you mean on the news." Ben said questioningly to his grandfather.

Grandpa max reached over and pushed a button on the dashboard of his vehicle. One of the panels on the upper portion gave way to a view screen. It suddenly began to play a clip from a newsflash earlier that day.

It was shown from a birds eye view so Ben assumed that it must have been from a helicopter nearby the scene, and indeed it showed the vehicle speeding down the road recklessly swerving from side to side. And just as it had done earlier that day as soon as it passed a certain crosswalk its windshield was covered with milk and eggs and it went straight into the telephone poll. However once the clip was over it rewound in slow motion to show a blurry figure standing at the crosswalk.

"Don't worry. I don't think anyone else would recognize you...I'm just glad that you kept your promise." his grandfather said proudly. Ben held up his wrist in reply.

"i know no omnitrix until the summer... but now that it is summer its time to cut loose." he said as he slammed his palm down on the center device on his watch. There was a sudden green flash, and instead of a young twelve year old boy, sat a minuscule alien creature.

"Aww man... Graymatter. I swear this thing has something against me." said the alien in annoyance.

"Ben, I don't know how many times I've told you but the omnitrix is not a toy." he said in a semi serious tone.

"I know, and I don't really see it as one anymore. Its just so interesting to be something else other than just plain old Ben." Ben said as he hopped up on the dashboard. "besides your always telling me I should broaden my horizons, and take in other cultures. This is about as broad as it gets I'm another species altogether." the boy said as he looked over at his, now, enormous grandfather.

"alright ill give you that one. But just remember that it has to charge again after you turn back to normal. If we needed you to change into something else in an emergency you wouldn't be able to. So just keep that in mind." Max said looking at the small alien on his dashboard.

Ben sat in silence for a moment and considered what his grandfather had said. It had indeed happened before he had foolishly used the watch to pull a prank or some other selfish reason and when he really needed to do some good he had been unable to. He was just about to say something when Max suddenly spoke up.

"well its a ways to the campground....How bout a sing along." he said with as much jolly as any Santa clause.

* * *

They were about an hour away from the campground when the "Rustbucket" hit a large pothole causing the camper to jump up and down suddenly. It also caused Ben to fall out of his bed. He had been taking a short nap after changing back to being himself.

"Grandpa...do you have to hit every pothole on the road, or are you trying to kill me." Ben said as he grabbed his head where it had hit it the floor.

"Sorry Ben, the roads in this area have seen better days. Its just not the same as it was in the old days." he said almost wistfully. Ben raised his eyebrow to his grandfather.

"you just like to say that don't you, in the old days. I bet thats half the fun of being an adult." Ben accused as he made his way to the front of the RV. " I bet this road was just like this " in the old days." he said as he made quotation marks with his fingers.

"Well it was never this bad... but yeah its always been a little rough around the edges." Max said as he began to slow the Rustbucket down. They could finally see a sign pointing them toward the park ground.

Just as they were about to take the turn that lead to the entrance of the camping facility an alarm suddenly began sounding from the dashboard. The small video screen from earlier popped up.

"two armed criminals have made there way into the local museum. I repeat two armed criminals have made there way into the local museum. They have an unknown number of hostages. Proceed with caution, the culprits weapons have yet to be identified." the vidscreen showed no video but displayed the location of the radio transmission on a small map.

"All year without anything to weird happening, and the second I get in this RV something big happens. Do you have some kinda tractor beam on this thing that just pulls in trouble." Ben said as he strapped himself into the passengers seat.

"Well I used to...but I took it out years ago...i guess were just lucky." Max said as he pressed another button on the console. A large red button appeared in the center of the console. "HOLD ON TIGHT!!" he yelled as he smashed the button with his thumb.


	4. Thats your Villain Name!

You know the drill by now....i don't own Ben 10

Opposing Sides

Chapter 4

When they arrived at the scene of the crime it looked like a battle zone. Cars overturned, rubble lining the streets. Telephone poles in disarray, and police officers trying to hold it together near the entrance to the museum.

They stopped the RV a couple of blocks away to try and get a better grasp on the situation. As they were about to get out of the vehicle a large blast escaped the front door of the building throwing several officers into the air. As soon as the smoke cleared a lone figure could be seen standing inside the doorway.

"Well it looks like this cities finest just aren't up to snuff." came a overconfident female voice. She stood pointing accusingly at the rest of the officers who had there guns trained on her. Brushing a piece of snow white hair from face, she then held her hand out like a gun. "then again... They never are." as she said this she made a shooting gesture with her hand. All of the remaining policemen's firearms were immediately destroyed.

"Charmcaster!" both Ben and Max said in unison. "The radio transmission said that there were to criminals though. Ben be careful it may be Hex. you go ahead and ill grab some gear and head in to back you up." Max whispered and headed back into the RV.

"Ive been waiting all year to say this. ITS HERO TIME" Ben yelled as he slammed his hand down on the watches interface.

As Charmcaster left the building behind her she began clearing a path through the street. Rubble and cars pushed aside effortlessly.

"whats taking so long. Hurry up and bring it out here before backup arrives. If there is so much as a scratch on that thing.. so help me I will make you wish you were never born." The teenage sorceress yelled back into the museum.

"well if you want to carry this thing then go ahead its heavy and unwieldy." came a much younger voice from inside. "even lifting it with magic... this thing gives off to much energy to control it properly, and the...Whoa!...i got it." the voice sounded uneasy.

"its so hard to find good help these days." Charmcaster began nodding her head in agreement until she realized that she had not said that. She turned to see who had made the comment. But when she turned to the side there was no one there.

"and your going to need all the help you can get." this time the voice came from her other side. Quickly turning her head toward the voice, she once again found nothing there. She let out a growl of frustration. "WHOS THERE?" she said with all of her ferocity.

As she turned about looking in all directions for the source of the voice she was suddenly hit squarely on the forehead, and sent reeling to the floor. Grabbing her head in pain she shrieked and looked around for the source of the blow.

What stood before her was not of this world. It was about five and a half feet tall, blue, and almost reptilian, with a skintight black suit and strange looking helmet. She new exactly who it was.

"I'm supposed to say, Knock knock first. Then you say who's there." Ben said in a playful manner.

"YOU...of all the... WHY CANT YOU EVER LEAVE ME ALONE." Charmcaster screamed at the alien.

"Hey your the one who brought me here and told me to carry the mirror out." the voice once again shouted from inside the museum.

Meanwhile Charmcaster was trying to stand up while holding her head. " you insufferable little wretch ." she yelled at Ben. "Why is it always you?" she spat accusingly.

"i don't know.... its almost like magic." the alien hybrid said laughing at his own joke.

"alright thats it. Your confusing me now. Are you talking to me?" a young girl of about twelve maybe thirteen came out of the destroyed entryway. She had shoulder length orange hair and a cat burglar suit, literally. It was a black skintight outfit with a cat mask that covered the upper portion of her face. In her hands she held a mirror about four feet tall and two feet wide.

"because if you are you realll......" her voice faltered as she beheld the creature in front of her.

"What is that." the girl said as she let the mirror down softly. "some kind man lizard thing."

"hey I resemble that remark." Ben said in a mock defensive tone. "and who are you supposed to be. The cat burglar, the black cat... stop me if I'm getting close." Ben said stalling for time. He needed to get his grandfather over here so he could get a better handle on the situation. After all he had no clue what this new girl was capable of.

"He is of no concern to you, Gwendolyn, just get that mirror out of here." Charmcaster said with authority.

"Gwen...your name is Gwen." Ben began to chuckle. "Thats your villain name... that doesn't even sound magical." he began to laugh outright. "let me guess you guys are stealing this mirror because the one on your wall keeps calling you not the fairest of them all, right...am I right." he said almost in tears.

His laughter was cut short by a very expensive boot being placed between his ribs. The force of Gwen's kick sent him flying into an adjacent building. "what is that annoying thing." Gwen questioned.

"That is Benjamin Tennyson, remember....the brat I told you about earlier. Always getting in my way." Charmcaster said, still holding her head. "now get that mirror out of here quickly...before he gets back."

"That thing is the kid you were talking about." Gwen said as she picked up the mirror once more, and started making her escape. " he didn't seem that tough." she said to herself. However before she had even made it three steps there was a small explosion at her feet.

" I think you girls should just come quietly" Maxwell Tennyson said, holding a small blaster which he kept trained on the younger girl. "the old saying crime doesn't pay is true you know." he said very informatively. "That and I really don't want to have to hurt you." he made an apologetic face at the girl in front of him.

"So that would make you......the old geezer thats always with the brat." Gwen shot at the older man.

"I'm not that old. I still have ten good years before I'm a geezer." Max said defensively.

"He is not important, now take that mirror out of here or I will destroy you along with the old man." Charmcaster said raising her hand as she cast a spell. However the second it was cast in the direction of the old man a blue blur sped in front of the blast. And pushed the old man out of the way.

As Max hit the ground he looked back to see his grandson get hit by the crackling orb of energy, and get flung into the street. "Ben!" he cried out.

"Man XLR8 has the speed but he takes a punch like a little girl." Ben said aloud as he stood back up, and much to his chagrin he noticed that the symbol on his chest that signified the omnitrix, was blinking red.

In a flash he was just plain old Ben again. "great now I get my but kicked by Charmcaster cuz my watch thinks its funny to stop after thirty seconds" he said trying to stay on his feet. The two previous blows still wearing upon him. "Alright ill let you off with a warning this time." He said pointing his finger in the direction of the museum.

However when his eyes focused in that direction all he could see was that Gwen girl running in his direction, with a strange look on her face. Somewhere between panic, anger.....and concern. Not knowing what she was doing Ben took a defensive stance. He knew very little actual martial arts but he had seen enough movies to fake it. With her next move she completely threw him for a loop.

Instead of punching, kicking or throwing magic at him she held up her forearm to reveal a strange amulet on her bracelet which began to glow an intense yellow. Her speed suddenly increased twofold, and she spear tackled him with such force that they both flew through the air and landed on the sidewalk several feet away. The space that they had been occupying now filled with a speeding bus.

Ben couldn't think straight. After a third consecutive blow his brains were a bit addled. As he opened his eyes he saw and heard the bus pass by. _That was close. _He thought to himself. It was then that he noticed a weight on his chest. As he looked up he was staring into the face of his savior, and she was staring back at him. It was a moment before either of them spoke, and of course it was the loud mouthed hero who spoke up first.

"why did you save me....it would have...." but before he could finish his sentence he felt her hand on his cheek.

Ben froze... he didn't know how to react to the situation. This girl had just saved him and was now caressing his face, which was turning bright red. He was about to say something to her when she suddenly grinned mischievously at him, and the amulet on her bracelet began to glow once more. Before he could even think he herd her say one word.

"sleep."

so he did.


	5. Thanks

Don't own Ben 10. Unless someone is willing to sell it to me.

Opposing sides

Chapter 5

When Ben woke he was unsure of where he was or what had happened. The only thing he did know was that his head was killing him. He tried to get up and found that his body was not quite up to the task. His vision was swimming in front of him. The dark room swayed from side to side.

"Geez what hit me." he muttered to himself, as he rubbed his temples to sooth his mind.

After a moment of this he suddenly had a flash of what had happened. His face became a few shades redder than it was a moment ago. When he considered how close he had been to that girl....Gwendolyn.. if he remembered correctly, his mind didn't want to work right.

"Why did she save me...I'm just gonna cause problems for them later on." Knowing full well thats how heroes and villains interacted. Then again he really wouldn't put her in the villain category, she seemed to fall in more of a gray zone. An anti hero if you will.

As he thought through all that had happened, he had to wonder what had transpired after he had fallen asleep.

"Great, Sleeping on the job. Bet grandpas not to happy about that." he chastised himself.

As his vision finally started to both the dark and the vertigo he realized he was in a hospital room. He slowly brought himself into a sitting position. When he was finally upright he noticed two things. One he was in a hospital gown with his clothes no where in sight, and his grandfather sleeping in a chair on the other side of the room.

He couldn't tell what time it was, since there didn't seem to be a clock in the room with him. He estimated that it was sometime after midnight. But there was no way to tell for sure, since the watch on his wrist was useless Chronologically speaking.

Not sure about why exactly he was in a hospital bed, he decided to call out to his guardian.

"Hey grandpa." Ben whispered, very loudly. "Grandpa" he said it once more this time not whispering at all..

"Hmm.. what....where..." his grandfather stumbled over his words for a moment before seeing Ben sitting up in his chair. "Ben! Your awake!" he almost shouted, as he ran over and hugged his grandson to his chest.

"Umm.. grandpa. Are you ok?" he said questioningly. Trying to get out of his grandfathers bear hug.

"are you alright Ben." the elderly man pulled away from his grandson. "you've been asleep for almost two weeks." he said with tears in his eyes.

"TWO WEEKS" he cried out suddenly "so thats why I'm so hungry." was all he could say in response, as his stomach growled loudly. Once ha had gotten a look at the scruffy beard his grandfather had grown there was no doubting that some amount of time had past.

"what happened anyway? The last thing I remember was that girl in the cat costume...touching..my..face.." he said as his cheeks became red with embarrassment.

Max reached into his pocket and pulled out a small device. "this is a recording the Rustbucket took of the incident. I would have gone after them but I was too worried about you." he explained calmly, holding up the device so Ben could see.

The beginning of the recording showed what Ben already knew had happened. He wished he had just stopped Charmcaster from the beginning instead of playing around like that. Sometimes he regretted acting is age. As the video progressed to the point where the girl named Gwen had saved him. He began to feel sick to his stomach. Just one second more and he would have been pavement pizza. He was lucky to have an enemy like her around.

The video continued to show Ben being put to sleep by the younger sorceress. The young boy sat forward to get a better view of what happened next, and what happened was this. After young Ben had been put to sleep by the girl named Gwen, his grandfather had run over to help him. Only to find the boy unresponsive. As Gwen made her way back to the mirror and Charmcaster, the two began to argue amongst themselves.

"Why did you do that you useless little twit." Charmcaster said with venom. "I could have been rid of that annoying little twerp once and for all." she continued, as she looked over to where Max and Ben lay. She began to chant as energy gathered around her.

"Wait, they cant fight back....you said we were just going to get the mirror and leave. We don't have to kill anyone." Gwen said defensively. "besides the sleep spell I cast on that dork was amplified by the amulet of Bizel. He wont be up any time soon." she said waving her hands dismissively.

_She was right about that. _Ben thought vehemently.

Charmcaster sat for a moment in deep thought. "Alright. The brat can live....but if he interrupts our plans later it will be you who pays the price. Now grab that mirror. We don't have time to dawdle, we have much more to gather before we are done." as she said this her eyes focused in the direction of the camera. And then....nothing.

"what happened. Why did the video cut out like that." Ben asked looking up at his grandfather.

Max looked down at him with melancholy eyes. " she picked the Rustbucket up with some kinda spell and smashed it into some nearby cars. After she did it a few times the old girl was done for." he said with a hint of sorrow. "but as long as your alright its ok." he said as he hugged his grandson once more.

"no way!" Ben said his voice full of disbelief "the Rustbuckets gone.... it can be fixed right." he said not looking his grandfather in the face.

"no but I can use the insurance money to buy a new RV, I know it wont be the same but like I said its really not that important." he said patting Ben on the shoulder. Who then began to sniffle a little.

"I'm sorry... its my fault if I hadn't been playing around so much I could have stopped them." he was on the verge of tears but refused to let himself cry. "and if it hadn't been for that girl I would have been killed. Some hero I am." Ben couldn't bring himself to say anymore.

"Ben. We all make mistakes. It was a bad move on your part but the only thing you can do now is learn from your mistakes..." he saw that his grandson wasn't going to let this go lightly. " how about I go buy you something to eat. After not having real food for a couple weeks you must be starving." Max said in a decidedly more upbeat tone.

"thanks, Grandpa." he said softly as the old man made his way to the door.

After his grandfather left Ben started to think about all the foolish things he had done with his gift. Granted most of them were hilarious. Other times though he wished he could just grow up already. He knew the whole with great power speech like the back of his hand. But It had never really sunk in. he was almost hit by a bus....he wasn't dangling over a vat of acid, nor was he destroyed by a savage mutant psychopath. It was your run of the mill city bus.

Ben looked down at the omnitrix with a mixture of emotions far to complex for anyone to fully understand, unless they experienced it themselves. It encompassed everything from one spectrum to the other.

he sat, staring at it intently for some time until a voice broke his concentration.

"is it gonna do a trick or something." a familiar voice came from near the window on the other side of the room.

Ben's head jerked up. Leaning against the windowsill was the girl who had put him to sleep. However this time she was wearing street clothes. A blue shirt with a black cat on it and some white pants. He was stunned for a moment, how normal she looked. However there was something about her appearance that was... ethereal, something he couldn't quite put his finger on.

He looked at her for a moment. Another swirl of emotions going through him. He wondered if he should try and catch her, confront her about her criminal actions, yell at her for putting him to sleep, or destroying the Rustbucket. However after thinking for an extremely long second, there was only one thing he could think to say.

"thanks."


	6. Ley Lines?

I don't know how to tell you this, but I don't own Ben 10.

Opposing sides

Chapter 6

After sitting in the dark for what seemed like an eternity one of them finally broke the silence.

"your welcome." Gwen said sincerely. She walked over and took the chair that his grandfather had been using and pulled it over next to the bed. "Sorry about the duration of the spell though... don't know my own strength sometimes. Though in my defense you were behaving like a total dweeb." she said as she sat down.

Ben was broken from his sullen attitude with that one remark. No one had ever called him a dweeb before, and certainly not in the strangely joking way she had said it. He had been made fun of before but it seemed strange coming from someone he had met once for only a few moments.

"yeah well if you hadn't been robbing a museum I wouldn't have had to try and stop you." he said rather matter of factly. " Plus what are you working with Charmcaster for. She is a certifiable nut case." he said making the appropriate hand gesture.

"Thats my sister your talking about" she said putting on a more serious face.

"But you look nothing alike." he said incredulously. " plus, I've know Charmcaster for like two years and I've never seen you around. I would remember If I met someone dressed as ridiculously as you." he once again made a hand sign, this time for cat ears.

"Shes my Step sister, and I happen to think that outfit looks great. Not like some spandex wearing lizard man." she said trying to get a rise out of him.

He was about to respond to her jibe but then thought better of it. Instead he decided to take a different route. He had seen that she at least was not like Charmcaster. She was far more reasonable albeit slightly more...annoying...aggravating....argumentative... he couldn't quite find the word he was looking for. But she seemed far to normal to pal around with that bossy, conniving chore of a witch .

"Seriously though, I mean it Charmcaster is bad news... you should stop what your doing now. I know your not a bad person...i can tell. And I really don't want to have to try and stop you again. Unless this right now is some kinda trap, and you've come to finish me off." he said the last with absolutely no seriousness in his voice.

Gwen chucked weakly with a sullen expression. " I know... Its not that I want to help her... its that I need her help. There is something that only she can do, and so I have to work with her until I can get what I'm after." the young girl said with her voice full of melancholy. " its you who should quit. Next time I might not be able to stop her." she said very seriously.

"But I will... next time no playing games." he said mirroring her own tone.

"i knew I wouldn't be able to convince a dork like you." Gwen said her voice becoming more playful. "however next time look both ways before crossing the street, I wont always have time to save a little kid like you." she said the last in a very singsong fashion, before she dissipated into thin air.

"but were practically the same age." he said to the chair in front of his bed, in a very defensive manner.

He hadn't even noticed that his sour mood had lifted.

* * *

The next morning as they were leaving the hospital, Ben felt uneasy. Not only had he spent two weeks of his summer vacation in a coma of sorts, he had also not told his guardian about Gwen's visit, and caused the demise of his Grandfathers beloved RV. At first he had hated the old Rustbucket, but after his first summer trip in it came to a close he realized that it had grown on him.

"So what do we do now... I mean its not much of a summer road trip if we dont have wheels." Ben said kicking a small pebble with the tip of his sneaker.

"Well, I actually already solved one of our problems." Max said pointing to the other side of the street.

Ben looked to where his grandfather was pointing. There in the hospital parking lot was a brand spanking new RV. He wasn't sure if he should feel happy or sad. This looked to be top of the line...but he had grown accustom to the nuances of the late Rustbucket. The noises it made while he slept, the way it shook when you took a left turn, and the layout of the defense grid that surrounded its outer shell.

"Do you think it'll last long without any plumber tech on it." Ben said appraisingly as they approached the Vehicle.

He slowly began to walk around it taking stock of its size. It was about half again as big as the Rustbucket, and white with two black stripes running along the side.

"Well at some point I wanna stop by the old plumber facility over near mount Rushmore. That way I can outfit it with some basic necessities until I can do an overhaul on it. Right now it just has what I was able to salvage from the Rustbucket, which wasn't much. However, since you've been out of commission Charmcaster and Gwen have been busy." he said as he unlocked the door to the RV.

As Ben followed his grandfather up to the cabin of the RV he began to inspect his surroundings. It was spacious, and semi luxurious. Ben marveled at all of the little extras it had, but for all its accouterments it was but a pale imitation of its predecessor.

then a strange unwarranted thought popped into his head "I think we need to buy some curtains for the windows, with the right colors it would make this place feel more homey." Ben said to his complete surprise and disgust as he placed a hand over his mouth. He hadn't the faintest idea why he had said such a thing.

Max eyed him for a moment before they both made there way over to the TV inside the RV. Pulling out a remote from inside his favorite Hawaiian shirt and pressing some buttons max began his explanation.

"Anyway, about three days after you were decommissioned, They appeared again in a city about two hundred miles from the first museum. This time they Broke into a smaller museum dedicated to geology. Their target was a crystal said to have been found inside a meteorite." as he explained a series of images played out on the screen. It was from inside the museums lobby. Everyone was going about there business when suddenly part of the exterior wall exploded inward, revealing Charmcaster and Gwen. Most of the museum patrons exited immediately, however some were not in a position to run. Since there was no audio Ben couldn't understand what anyone was saying, however when Charmcaster suddenly threw a bolt of energy at a nearby guard and grabbed the receptionist from behind the desk he noticed that the two crooks were still at odds about how to go about there business. Gwen ran over to the guard and yelled something at Charmcaster, who for her part just yelled something back and walked off screen carrying the terrified woman in her hands with her. Then the video cut out.

" and then yesterday they appeared in a city in South Dakota..." Max said while pressing the button on the remote. However before he could continue Ben interjected.

"but thats halfway across the country, how could Gwen....." He began to falter as he realized he had yet to tell his grandfather about his late night visitor. " I mean... why South Dakota." he corrected himself.

Max hesitated before he continued onward with his speech. " they seem to have stolen. Some kind of alter that was on loan to a museum there." once more a video played with a similar plot as the last. However this time Ben got a good look at the stone alter as they were carrying it out of the building.

"Ahh.. that thing has the same markings on it as the amulet that Gwen was wearing." Ben blurted out, as he moved his face closer to the screen.

"actually they both come from a collection of artifacts know as the trinity of Bizel, the final piece is a small dagger, that is in the care of a museum in Massachusetts." The older man said putting a picture of it up on the screen. It did indeed have the same markings as both the amulet, the mirror and the alter. " however thats all the info I could collect, without my usual equipment its been harder to ind what im looking for." he said holding his hands up in defeat. The last image displayed and the TV shut off.

"Also we cant make it to the dagger in time without flying, they move much faster than I thought they could. However it seems like they had a hard time finding where the objects were being stored." Max explained as he reclined in his chair.

Ben sat transfixed. He didn't know what to make of it... he couldn't explain what he was experiencing. It was something akin to deja'vu but that wasn't quite right.

"could you show me the last image in that file." Ben said with a little hesitation in his voice. His grandfather leaned up and obliged. The screen came back to life, showing a map of the U.S and all the locations of the Stolen and soon to be stolen goods.

Ben began to stare at the picture like one would stare at one of those magic 3D eye pictures. His eyes became unfocused as he continued to stare at the map. After a few moments Max noticed that his grandson had gone into some kind of strange trance.

"Ben... Ben!" he said worriedly as he gently shook the young boy.

Snapping back to himself Ben looked at his grandfather, then back to the map, uncertainty in his eyes. " I know we cant beat them to the dagger but I think I know where there going after that." he said his voice wavering slightingly, as he pressed his finger onto the map. "Here." he said

looking over the map Max noticed that the point where he was holding his finger was almost directly in between all of the places that had been robbed.

"What gives you that idea." Ben's grandfather asked, growing more concerned by the second.

As he said his next words he felt a little like he did when he transformed into Graymatter, he couldn't explain how he could possibly understand what he was talking about but he just did. So with all the confidence he could muster he shrugged and spoke two words.

"Ley lines?"


	7. Are we Clear

I told you I don't own Ben 10. so stop asking.

Opposing Sides

Chapter 7

"what do you mean "Lay lines"" Max said as he stared concernedly at his grandson.

Ben sat for a moment, eyes wide with fear of the unknown. "I have absolutely no idea...what it is I mean. When I looked at the map its like I could see... a second image over it. Something that tells me this is an important place." he said gesturing to the screen.

" Are you alright... maybe I should have let you stay a couple more days in the hospital, so the doctors could do some more tests." Ben's grandfather said as he placed a hand on the younger boys shoulder.

"i know its weird, but I just know... things. Or at least I think I know them. It almost feels like I have a second brain or something." Ben said looking up to meet his elders eyes. "when I see something it thinks things at the same time I do... but its hard to understand." he said going slightly cross eyed. "trying to describe this is hurting my head." he reached up and pressed his palms into his temples.

"I don't like the sound of that... maybe that Gwen girl did something else to you when she put you to sleep, like left a hypnotic suggestion or something. It could be to lure us into a trap." Max said weighing the possibility. " Or maybe its something designed to keep you off of there trail. You know get rid of you for a while." the older gentlemen made a shooing gesture with his hand.

"Well whatever it is... Its really, really annoying. It almost....." Ben faltered in the middle of his sentence. "Hey it stopped." he said as his hands fell to his sides. A sigh of relief escaped his lips, as he regained his composure.

" In any case we might as well go check it out. Even if it is a trap we could use that to our advantage. Like turn it against them or maybe find a clue as to what there up to." the rambunctious preteen said, using the rarely seen common sense he possessed.

His grandfather sat for a long while his face scrunched up in concentration. After sitting for what felt like hours he stood up and let out a long breath.

"Well theres no way we can make it to the location of the dagger, before they get to it... its worth a shot." Max said making his way to the drivers seat. "However...if I find an alternate solution to our problem then well be abandoning this plan." he said with finality. "and if you start feeling strange again I want you to tell me. I managed to salvage a couple pieces of equipment that might be able to give us an Idea of whats wrong." the older man said looking to his grandson for confirmation.

"Sounds good to me the faster we get those weird thoughts out of my head the better." Ben said as he hopped up into the passengers seat.

* * *

"What did you think you were doing, using a large scale astral projection when your just a novice. It takes years to control the flow of your energy so you don't wipe yourself out. On top of that we will soon be carrying out the next phase of our plan and I cant have you collapsing on me in the middle of the job!" Charmcaster raged. "of all the.... if you were any less useful I would destroy you myself." the elder sorceress clenched her jaw.

Gwen tried to look as apologetic as she could. Which was actually hard. She had finished her conversation with Ben, but when she tried to make it back to body she found that she had become a little lost. It had taken a few hours before she was able to make her way back.

When she had finally awoke from her trance she found Charmcaster inches away from her face glaring daggers at her. If looks could kill she was sure she would be dead by now.

"But it was really important. I had something that I had to check up on." Gwen said defensively. "Besides I feel much better now." it was true. She had almost immediately fainted after she had exited her trance.

"What could be so important that you would risk our entire operation." The older girl started to pace back and forth in front of her young apprentice. "what could be so important that you would go behind my back to do a spell way beyond what your capabilities...well answer me!"

Gwen wasn't quite sure what to tell her stepsister. If she told her the truth she would surely be chastised for a few more hours, and she really wasn't looking forward to something like that. She had felt bad that she had miscalculated the power that the amulet of Bizel gave to her spells. The main reason she had worn it, was that it had made her spells on par with Charmcaster's. She had been worrying about Ben constantly for the past week or so. When she didn't feel the spell on him breaking she wasn't sure what to do. She almost fell down with relief when last night the spell had finally broken, and she had to admit he had looked cute in his little hospital gown.

However something still bothered her. When the spell broke all the magic that had made its effects last should have dissipated, but she could still sense some semblance of the magic within him. Since the magic was a part of herself she would be able to feel it no matter where it was.

"IM WAITING!" Charmcaster shrieked as she stopped pacing and turned to face the young witch.

"You remember when I put that Tennyson kid to sleep." she said using Ben's last name, since her stepsister despised the boy it was best to tread lightly when he was involved.

"well last night I finally felt that spell on him break, and I wanted to make sure he was..." she was going to say ok... but she couldn't say that, it would just get her yelled at. " to see if the little brat was going to come after us. But I miscalculated the difficulty of the astral projection spell and ended up in the complete wrong spot." she said lying through her teeth.

"Argg, that little snot...i can feel it he's going to be a pain in my side for the rest of my life." Charmcaster said all the anger leaving her, however it was only replaced with annoyance. Gwen however had dodged a bullet now that she was no longer Charmcaster's target.

"In any case don't do something like that without my permission, if you do it again I wont be so forgiving." here eyes locked onto Gwen's. " Are we clear." she said deadly serious.

"Crystal." Gwen said without any hesitation.

"Good now go change, we have to meet uncl.....i mean the "master." Charmcaster said her voice dripping with disdain. "since he grew up, he has been even more strict than usual." she mumbled to herself, as she turned to leave Gwen's room. Well it wasn't exactly Gwen's but it was a old room in an abandoned apartment complex that she happened to be staying in.

When the door closed behind her stepsister Gwen moved to the old closet and pulled her black sorceresses outfit from inside. She breathed a sigh of relief that she hadnt been caught lying to Charmcaster. You'd think that for someone as distrusting as her she would be better at telling when people were lying to her.

As she lay her outfit out on the bed and began changing she suddenly remembered a thought she had earlier, and couldn't help but chastise herself.

"He sooo did not look cute in that hospital gown." she said quietly to herself.


	8. Parallel

I don't own Ben 10, if you were wondering.

Opposing Sides

Chapter 8

Gwen couldn't help but feel uncomfortable when under scrutiny. Both she and Charmcaster stood perfectly still under his gaze, waiting for him to say something. It felt like an eternity since they had given there report on the acquisition of the Alter of Bizel. She was about ready to snap when he finally spoke.

"I am pleased that everything has gone as planned." he said in a malicious tone of voice. "However your, lack of discipline amazes me." he said his tone turning deadly serious. " if you would stop your squabbling for even one moment you would be able to complete these tasks ten time as efficiently." the grizzled old sorcerer said as he stood from his chair, and looked through the shadow cast by his hood. "There is but one more item to be obtained, and then, we shall have the power to do as we see fit." he said his eyes widening, with madness.

"Now, do not dawdle. You must be ready to strike before weeks end. We are running out of time. And if you fail me. I will unleash upon you arcane tortures that would make the heavens weep for your very souls." he said as he drove his staff into the ground and vanished into thin air.

Gwen only had time to relax for a second before Charmcaster rounded on her. "you see that, you made him angry." she spat at the younger girl. "Uncle Hex has never tolerated weakness, and your full of it. Always trying your hardest not to hurt the innocent bystanders, or trying to disarm the security personnel instead of destroying them like you should. I don't know why he chooses to keep such a useless person around." she was venting now, she knew if they ever failed him they wouldn't be around much longer. However she was surprised at how easily they had gotten off.

"sorry for being human. You know wanting to help my fellow man and all that." Gwen wasn't nearly as afraid of Charmcaster as she was of Hex. After staring him in the face Charmcaster was like a little kitten. That and she knew that Hex might still be watching them so her stepsister wouldn't be likely to try anything on her. "besides I know were robbing the places, but do we really have to do the blow in the front door thing every time. We know magic, couldn't we just poof in and out and be on our way." she said in a strained voice hoping she wasn't pushing Charmcaster too much.

"First of all teleportation is ten times harder than it sounds, its something even I would have trouble with, and second we do it because we can, its not like they can stop us anyway." Charmcaster said as she moved toward the door of the abandoned apartment. " Now go grab your reagents and meet me in the ground floor, we have some ground to cover tonight if were going to make it to the museum by Saturday." the older sorceress said as she made her way into the hall.

As Gwen moved to go back to the room she had been using for the past two days, she couldn't help but feel alone. She knew she didn't fit in with these two but she didn't have much choice.

When her father had disappeared a year ago, her mother broken down and couldn't work anymore. Then one day a man had come forth to help her mother. He got her back on her feet, and back to her normal life. To Gwen he had seemed like a night in shining armor. However after the two got married and Gwen and her mother moved in with the man and his daughter, slowly day by day he had become more distant. After a while it was like he wasn't there anymore, until one day he wasn't.

That was the last straw for her mother. The next day she had been found dead in the attic of their house. Gwen couldn't bring herself to remember anymore than that. Two days later she had found herself with **He**rbert **X**avier. Her stepfathers brother. Since there was no one left in her family to take care of her she had been given into his custody. Which at first had seemed so normal. However as soon as the child welfare people had left. He had revealed his true self. She had been about to run when he offered her something in return for her help, something she couldn't refuse. Her parents.

So she spent the next few months learning magic, and as it turns out Charmcaster, had also been learning magic from him for a long time. Hex however seemed like he was on a tight schedule. So he gave her the Amulet of Bizel to speed up the process.

Gwen knew it was wrong. She knew that one day this would come back to haunt her, but she would do anything to see her parents again. Even if it meant spending every second until then alone.

* * *

"could you explain that one more time." Max said staring at Ben, holding a pad of paper and a pen.

"like I was saying, Objects of power or magical artifacts as some call them are usually found along Ley lines." Ben said sounding like a brochure. "the four objects Charmcaster and Gwen are after came to rest on those Ley lines because they were drawn to the natural energy that they give off. Also the four lines that they happen to be on are four more prominent ones, and the point where they intersect... is where I was pointing on the map." Ben said as his face contorted in confusion. " also all energy emissions from Ley lines wax and wane with the moon so the time for us to expect anything would be on the night of the full moon." the young boy started to look like he was in pain. "Furthermore the....." The twelve year old who had been so tense a moment ago relaxed completely slumping back in his chair.

"Thank god thats over with, I thought my head was going to explode." Ben said relief clearly painted on his face.

"Well since we couldn't come up with anything other than a slight spike in brainwave activity, at least we can get something useful from this. Later on ill cross reference this with information I can gather on line just to verify. I still don't completely trust this info." Max said putting the pad of paper down. "if it is real that means that we are one step ahead of them. However like I said last week it could still be a trap."

Ben thought about it. It had indeed been a week since they had set out on to the location he had pointed to. They had arrived there one day ago, and every single day of the trip became worse for him. Every so often he would suddenly get a strange feeling in the back of his head, it could happen three times in an hour or once a day, and this feeling would slowly spread to the rest of his brain. When this happened a second set of thoughts would appear in his mind.

Whenever this sensation would overtake him it would always start off light. When he would look at things or say something to himself, it was like he would get a second opinion on what he was looking at or thinking. However over the course of a few minuets to an hour or so the other thoughts would become overpowering, almost completely overshadowing his own. This wasn't always a problem. Sometimes it was a little helpful. The other thought pattern seemed quite intelligent, and had helped him actually beat one of his Sumo slammers games on the most difficult setting. And it seemed to have knowledge on the arcane which was of great help considering what they were trying to accomplish.

Sometimes the thoughts were harder to read than others. Almost like they were trying to hide themselves, or divert attention away from what they were really thinking.

The thing that bothered him the most, besides the headaches and there Rapidly increasing frequency, was that every thought that this other brain was thinking... was incredibly girly. He could now tell when shoes matched a shirt, or when cretin colors clashed, he had even succumb to a soap opera that he happen to see while waiting for his grandfather to finish gassing up the RV. After two days of these headaches he had started to get a grasp on what was happening, he had it all figured out. Now all he had to do was fix the problem. That, however he didn't know how to do.

Ben looked over at his beloved guardian. " Hey grandpa, thanks for believing me about this whole thing. If you didn't I would think I was really going insane." he said looking a little forlorn.

"Don't worry about it Ben, we've encountered plenty of strange things in the past before. There are very few things that I don't believe could happen." the jolly old man said patting his grandson on the back. " and as soon as those hoodlums get here well figure out how to fix you right up." he then pulled Ben into a warm grandfatherly hug.

"thanks grandpa." he said as he hugged back.

Suddenly a flashing light on the console in the front of the RV went off.

"Well looks like they have the dagger. Shoot. I even called ahead to the museum to warn them." Max said as he turned his head toward the light. "oh well either way I think this wont be the last we hear of them." he said as he broke the hug and headed for the door of the RV. "Well its still five days until the full moon, so until then why don't we relax a little, and get something to eat. Your still looking a little thin after your stint in the hospital. Lets go get you something to eat, I don't want your parents to think I'm starving you." Max said motioning for Ben to follow.

_They've tried your cooking before, so they know ill miss a few meals __**----- **__I__t doesn't matter there already gone._ Ben had gotten up to follow. But when the mirror thought started up again. He paused and his eyes began to water. It was strange to feel both sympathy and empathy at the same time.

After a few days of living through this strange ordeal he had figured out who this parallel thought pattern belonged to. Somehow her spell had gone awry and his mind was now thinking like two people at once, one mind was his while the other was....

"Gwen"---_"Me" _he said as his eyes continued to water.


	9. Its Cooler That Way

If I don't own Ben 10... and you don't own Ben 10, then that means (insert dramatic music)

Opposing Sides

Chapter 9

Sometimes Gwen wished she listen to her stepsister. Not often, but sometimes. When Charmcaster told her to get rid of someone, she didn't listen. When she told her to attack without warning she didn't listen. Now however was one of those precious few times she really, really wished she had listened to her elders.

After acquiring the dagger of Bizel they had transported everything they had acquired to the final location for the ritual. This however presented a problem that no one had really thought much of. It seems that when objects of power, especially ones that resonate with one another, are gathered together they can cause a sort of ripple. This ripple can cause any number of things to happen. It can throw the laws of probability out the window, it can cause temporal fluctuations, or it can cause reality to alter itself. Gwen was now experiencing the latter.

They had only been in the city for a day when things in the city started to go haywire. Small things at first, places known for being haunted becoming more so, and things that went up sometimes stayed that way. This however was only the tip of the iceberg. When something from a child's storybook started to destroy the downtown area of the city Gwen had felt so bad about it that she had decided, against the wishes of her stepsister, that she would go and stop it.

So now standing in the middle of Main st. the young sorceress found herself face to face with a living breathing dragon. Her clothes were tattered and torn, and she was nearly out of breath. The dragon however seemed no worse for wear. The fact that it looked exactly as it would if a child had drawn it, only added to the embarrassment that Gwen felt at the moment. Its rounded face and big eyes belied its destructive nature.

"why doesn't anything work on this stupid thing." the sorceress said through gritted teeth as she narrowly avoided its tail. "id better think of something fast, or I'm going to end up being a damsel in distress." she thought out loud.

The Dragon reared back on its awkwardly shaped back legs and took a deep breath. Gwen dove behind the nearest car as flame passed where she had just been standing. As she went to stand the dragons hand swiped the car away with little effort. Now the young witch stood fully exposed with no place to go.

As the dragon considered her, as all monsters do before dealing the final blow, Gwen threw two crackling orbs of blue energy into the dragons face. When the light and smoke of the resulting explosions cleared it seemed the dragon had made his decision, as its mouth opened and it lunged toward the scared young girl.

_How clichéd can you get. The princess getting eaten by the dragon. _Was her final thought, as she braced herself for the inevitable. Final that is... until her next one.

"Need a hand." she heard a rough voice yell from in front of her.

She was still in the classic, don't eat me pose taken by every person to ever stare into the mouth of something bigger than a city bus, when she cracked one eye open to see exactly who was talking. Her stance changed from "don't eat me" to a open mouth "oh my god" when she beheld the Giant four armed creature in front of her. It stood head and shoulders over most full grown adults, and had a dark red color for its skin. It was holding both the top and bottom of the dragons mouth open with two hands on either side, with what looked like little effort. It looked back at her for confirmation.

"Well?" it asked sounding slightly annoyed. So she shook her head. "Good cause I got four of em right HERE!" he punctuated his last word by letting go of the dragons lower jaw and giving it a classic uppercut.

The creature was sent flying to the other side of the street. Gwen didn't know what to say. This thing had just thrown that dragon like it was nothing, which was beginning to worry her as the dragon didn't really seem to care. The hulking red...thing turned to her.

"do you know any transmutation spells." he said in his gruff voice.

The young girl once again stood baffled. Not only was this thing strong but it knew about magic as well, and for some reason she could feel a minuscule trace of familiar magic from within it.

"a couple of simple ones." she said a little unsure of what the creature wanted.

"Good." the four armed behemoth said as it ripped a nearby parking meter out of the ground, and threw it at her feet. " can you make this look like a sword." he said pointing toward the object. At this point the dragon had made it back on its feet and was preparing to assault the two once more.

"Why?" she asked incredulously. She had no clue what this thing was thinking.

"Because its cooler that way." the red monster said sporting a exited grin.

"I can give it a try, but you have to keep that thing away from me while I cast it. If I cant concentrate this wont work." Gwen said as the dragon began its charge.

"Done" And with that the crazy four armed man ran off to do battle with the terribly illustrated dragon.

Gwen knelt down in front of the parking meeter, and slowly extended her aura over it. She began to concentrate on every facet of its existence. Every nook every imperfection. When she had taken the entirety of it into her mind she slowly began to change what she knew as "parking meter", into a knightly sword. With her mind she pushed and pulled, molded and stretched it until in her mind she had changed the existence of "parking meter" with that of "sword."

when she opened her eyes what lay before her was exactly what she had pictured in her mind. A great and knightly sword with which to slay evil. When she turned to inform her... acquaintance, that the task was complete. She beheld quite the sight.

The four armed monster was gripping the dragon by the neck as it flailed about, thrashing its prey into nearby buildings and cars. Her savior was starting to look a little ragged. So without waisting any time she hefted the sword with a levitation spell and called out to the red creature currently trying to strangle the dragon.

"Hey Four arms. Jobs done!" Gwen yelled as she used a force spell to launch the sword over to the battleground. It flipped rapidly in the air until it came to rest in the wall of a nearby building. The giant four armed man smiled as he released the dragon and ran over to pulled the sword out of the wall.

"Time to say good knight." The hulking red creature yelled as it made a clean slice through the dragons neck. However instead of the blood Gwen had been expecting, Green ink began to pour fourth from the dragons wound. As the ink began to cover the street the Dragon began to wither and fade, until it was no more.

The young witch stood transfixed. She had tried numerous spells that would cut clean through cars and other such objects but they had no effect on this thing. She had tried fire ice and all manner of elemental spells. So why had this worked. Was that four armed monster really that tough. She thought hard as the hero of the day walked over.

When he made it about halfway she figured it out. If that thing existed it had its rules defined by its reality. In its world only the sword wielding knight could harm it. So when it hopped into this reality the only way to kill it was to play by its rules. She began to wonder if the four armed monster knew that to begin with.

As her train of thought pulled into the station her hero stood before her.

"Alright now that thats over with. I have to talk to you." the creature said glaring at her with all four of its eyes. It drove its sword into the ground as two of its arms rested on the pommel and its other two on its hips.

Gwen grew scared. Had she been saved from one monster only to face another. She started to back away from the hulking behemoth.

"Why would you want to talk to me." she said rather sheepishly.

"I want to know what you did to me." it stated flatly. Still glaring at her.

She couldn't remember ever meeting anything like this creature, but something about it seemed oddly familiar. Like she had heard of it from someone or seen a picture somewhere. There was also that faint wisp of magic about it that she couldn't for the life of her figure out.

"what do you mean." she asked trying to avert her gaze. "I've never met you before." she suddenly became very interested in her shoes.

"What do you mean you've never met me before." He threw up his arms in disbelief, as he approached her.

When he had halved the distance in between them. A small device on his shoulder that she had previously mistaken for a pattern on its clothing, started to beep and glow red. Something she had definitely seen before. Then as he made it right in front of her there was a sudden red flash, and before her stood a very familiar brown haired, green eyed twelve year old.

"Ben!"


	10. Dont You Dare

Ben 10's not mine..i swear, I don't even own it, I'm just holding it for a friend.

Opposing Sides

Chapter 10

"Of course its me, how often do you see a crazy four armed monster running around the city saving people." Ben said as he put his hand on Gwen's shoulder. "Now Im only gonna ask one more time, What did you do to me?" he said the last in a pleading tone.

Gwen was surprised, not only had she not expected that the four armed alien was Ben. She had also missed the fact that the faint traces of magic she could pick up from him, were from her. She had sensed it in the hospital when he had awoken, but it was so small that she had completely put it at the back of her mind.

She was also surprised at how close he was. His face was barely a foot away. Her face grew warm as she looked into his eyes.

"Come on its driving me nuts." he exclaimed, which brought her back to her senses.

"what are you talking about. The only spell I've ever cast on you is that sleep spell." she said taking a step back to regain some composure. Her answer however seemed unsatisfactory to him.

"No you didn't, something is wrong with my brain. And you did it." Ben didn't sound accusatory, its more like he was stating a well known fact. "if you could just undo whatever is wrong... I don't even care what you have to do." he gave her puppy dog eyes.

The young girl had no clue what he was talking about. However she couldn't just leave him alone while he was in a state like this. She also couldn't not say something about his first comment.

"well of course something is wrong with your brain, your a boy and a dweeb. Its probably been like that since birth." she said trying to alleviate his concerns. However when she finished her sentence, his eyes became glassy and unfocused.

"Oh yeah, then why do I know 8 fun and flirty fashions for fall." Ben said sounding serious. "How do I know that your middle name is Lynn, how do I know that Shakespeare's plays are written in iambic pentameter, and how do I know that despite how mature you act your just a kid who misses her parents." he said looking at her with complete confusion. His face started to contort with concentration.

Gwen was horrified. She had thought the fashion bit was funny but the rest of it hit her to the core. How had he known all of that. She had never once told a soul besides those who already know that her parents were gone. There was also no way that anyone knew her middle name, not even Hex and Charmcaster knew that. Now he had her attention.

"i know its weird. But somehow I have a....clone, or a mirror of your brain, your thought patterns inside my head, and they keep getting stronger and stronger. I dont know how much more of this my mind can take." he said pain now evident on his face.

"I really don't remember doing anything that would cause this." she said with complete honesty, and growing concern. " I don't even remember if there was anything there that could have caused this." she said as she approached him.

He was leaning over now, racked with pain. " I have a recording of the time when you cast that spell on me, back in my grandpa's RV" he said gritting his teeth. " if you got a look at it do you think you might see something, I've tried looking at it while this is happening but the mirror thoughts don't seem to want to figure it out. Like its trying not to think about it." as he finished his sentence he suddenly went limp and fell to one knee.

While she had no clue, what he was talking about. She Couldn't very well leave him like this. She closed the distance between them and pulled him into a standing position, letting him lean on her for support.

"i don't think it could hurt to take a look." she said as she looked down at him. "but on the way there do you think you could explain this a little better to me." she said with a devilish grin. "it sounds like you got way to in touch with my feminine side."

* * *

"So how many alien...things can you turn into anyway." Gwen said as she took another bite of her meal.

After he had pointed them in the right direction, she had used some magic to morph into her street clothes, and then proceeded to helped him walk for a while... until he felt well enough to realize that he was leaning quite heavily on her. He suddenly pulled away stating that he was feeling much better, so he didn't need to be held up by a girl. Gwen doubted he felt that much better, he was still a little wobbly. So, trying to help while disguising that fact, when they passed a diner she suddenly declared herself hungry. After a brief tally of funds the two walked in and ordered some food.

"I don't know, around twenty two now." he stated like it was no big deal. He did, however look up to judge her reaction. Hoping to find her suitably impressed. "but some of them just aren't practical for everyday use, so its more like twenty" he stated flatly.

"so what are they like." she said leaning forward excitedly.

"well, a few of them are really awesome. You saw four arms, hes ridiculously strong. A few of my other favorites are Cannonbolt, he may not look all that cool but he can turn into this ball thing and pinball around destroying the bad guys." Ben said as he stuffed his burger into his mouth, and continued speaking. "oh, then theres upgrade, he can meld with any Technology and make it ten times better, and more effective. And Heatblast, he is this guy made out of fire and rock, its so cool he can shoot fire from his hands and even use it to fly. " the young boy was becoming more energetic with each explination. "Graymatter is also cool, he may be tiny and useless sometimes but he a thousand times smarter than ill ever be." he said knoking on his own head to imply emptiness. "My favorite is one that I cant actually use in everyday combat. Waybig is so big he makes Godzilla look like a children's toy." he said with pride.

"thats so cool." she said truthfully. " So when you turn into one of these aliens does your vision get any different, like seeing different spectrum's of light. Oh can you hear any better like at frequencies humans cant." she said becoming interested in her own way. "Or can you...." Gwen stopped in mid sentence realizing that she had leaned so far forward that she was over halfway over the table, she suddenly shot back into her seat.

"Yeah, actually, I think Stinkfly sees in infrared and Wildmutt can see through smell, since he has no eyes." Ben said meekly as he found new Interest in his meal. " and I think they can all hear better than humans... accept for Heatblast maybe, there are a lot of roaring fire noises that distort his hearing." he began to push one his last fry idly around his plate, when he decided to shift the conversation elswere. "so what about you, Ms. villain, whats it like to do magic." he said looking at her with one eyebrow raised.

"Jerk, don't call me a villain, if anything I'm an antihero. I did try and save everyone from the crazed cartoon dragon right." she said defensively. " And using magic if you must know is no walk in the park. It uses your own energies to manipulate the world around you, so every time you use it, you have to put part of yourself into the spell. Its a lot more trying than just turning into some giant alien and throwing your fist at him." she said haughtily.

"Geez. Defensive much." Ben said, raising his hands in a placating manner. " So your an antihero, ill still go toe to toe with you the next time you rob some museum." hoping to get some kind of info on what they were planning. His other mind always seemed to skirt the subject whenever he tried to get it to think about the stolen objects, like it was afraid of what would happen.

"Ha... well you wont get a chance Mr. Hero. I'm done with robberies." she said dismissively.

"So what are you doing here battling terribly drawn dragons." The young hero said, subtly prodding her.

"This place has a great aura to it... magic can flow from you more freely here. So Charmcaster brought me here to practice some of the more advanced spells she has taught me." Gwen lied suddenly. It was then that she realized how "coincidental" it was that he should be here of all places, Even if he was looking for her.

"A better question is...What are you doing here?" she said pointing at him suspiciously.

"Duh! I came to find you. Because I was thinking that this would be a place you would go...i mean you were thinking it... well the you thats in me... my other brain..." he said becoming both very confused and slightly concerned that she might find out that he knew they were here for a much more important purpose.

"In any case one of me thought it would be wise to look for you here, that and the whole fighting giant monster things is kinda in my job description." he said finishing his statement to the best of his abilities.

Gwen wasn't sure what to make of him, if he did indeed have a clone of sorts acting as a parallel brain then its entirely possible that he knew what they were up to. She also knew that she rarely thought of what they were doing herself, it made her feel a little guilty. She also was feeling a little guilty because of Ben. Something was clearly wrong with the boy, other than the fact that he was a little immature. She was about to say they should finish up and head out when she noticed him reach over and take her remaining fries.

"Hey... you little dweeb, give those back." she said as she extended her hand to him, making a grasping motion.

"But you were just staring off into space." Ben said as he began to move the fries closer to his mouth, with a mischievous twinkle in his eyes.

"Don't you dare, if you eat those fries I swear I'll..." as she threatened him with her hand outstretched, he moved the fries an inch from his mouth. "BEN if you eat those fries I will unleash upon you a world of arcane tortures." she said taking a page from Hex.

Ben sat completely still for about half a second..... and promptly threw her remaining fries into his mouth.

Without missing a beat, Gwen jumped from her seat and got Ben in a headlock, and began to muss up his hair. For his part the young hero began to chew like the wind. Trying not to spit out his ill gotten gains.

"I told you not to eat them, I gave you fair warning" she said as she continued the torture. However after a couple of seconds she suddenly started to laugh, and loosened her grip on Ben.

Not sure how to react the green eyed boy backed away and could only stare for a moment, until he suddenly started to laugh as well. They both continued laughing until there were tears in there eyes.

As there laughter slowly died down Gwen turned to face her...acquaintance...no... friend. That sounded right to her.

"I haven't laughed like that in long time." The young girl said wiping the tears from her eyes.

"thats what I'm here for. Comic relief." Ben said, making a small bowing gesture.

They sat like that for a while content with the moment, until there waitress came over with the bill.

"Well aren't you two just the cutest couple." Said the kindly old woman, as both of the children began to vehemently deny such an accusation.


	11. Mirror Mirror

I don't own Ben 10...honestly I don't.

Opposing sides

Chapter 11

"So this is where you spend your summers." Gwen stated as she beheld the Vehicle in front of her.

"No this is where I've spent this summer." said a small voice. " I used to spend my summers in a tricked out alien hunting machine, but someone went and destroyed it." it said in an accusatory manner. "This one may be roomier and have more commodities but the old Rustbucket had character." the tiny voice sounded more downcast with its last statement.

"sorry about that... Charmcaster didn't want you guys following us so she destroyed your vehicle." the young sorceress truly sounded despondent "look after... I mean at some point ill make that up to you alright." she said turning to the small gray alien on her shoulder. " I mean it." the sincerity in her voice was clear as day.

"Eh. Its alright... grandpa said that he was gonna upgrade this one as well at some point, but it'll take some getting used to." Ben said as he shifted uncomfortably as Gwen's hair passed in front of his face. It smelled like tangerines. "umm... could you let me down." the tiny Galvan said his voice wavering some.

The young girl held her hand next to her shoulder. "Whats up with this little guy anyway. I thought you were going to turn into that speed freak so you could get us here faster." Gwen said as Ben jumped down into her hand. " Though you are adorable like this" she abruptly grasped him in her hand and began to poke at his face. " cant you stay like this for a while." She said almost cooing.

"agg... would you stop that." Ben said trying feebly to defend himself. "look sometimes the watch just has a mind of its own. Even if I did choose XLR8 it sometimes likes to give me Graymatter as a punishment, I think. Though my cognitive faculties are greatly increased in this form." he said while slapping at her finger.

She giggled a little at his defense but finally decided to let him down. He began to sulk and pace on the ground, muttering to himself about girls being emotional beings that he would never fathom. As she waited for him to calm down a little she looked around. Ben and his grandfather had setup camp a little way out of the city in a small park. It had a nice tranquil feel to it. As she took in the scenery a thought occurred to her.

"where is your grandfather anyway. I mean if he sees me he might not be to happy." she said becoming a little concerned, not that he would be mad. She knew he would be mad at her, but she didn't want to get Ben in trouble. She would most definitely be on his grandfathers list of people his grandson should never talk to. "i mean I am a notorious thief." she stated flatly.

"Don't worry about it. Me and grandpa were walking around town when we got some info that, strange things were going on in the city so we split up to cover more ground. He is most likely still looking around . We were supposed to meet up back here at around 6." Ben said still pacing back and forth on the ground. "Besides grandpa has only seen you in that ridiculous, cat bugler outfit of yours."

Gwen looked at her watch. It was only three o clock . Plenty of time to take a look at this video, and get out before his grandfather came back. She looked down at Ben who had stopped pacing and was now looking at her expectantly. They sat like that for a moment until the young witch became confused by the look.

"What?" she said a little defensively.

Ben just looked at her for a second more before replying. "I cant exactly open the door like this. Other wise I would play the gentlemen and get it for you." Ben said in a slightly mocking tone. "or we could wait for this thing to turn off itself." he said motioning to the omnitrix on his back.

"right, right I get it." Gwen said as she opened the door to the RV. "Geez you guys don't even lock the door someone could just walk in and take all your stuff." she said as she stepped into the cabin of the vehicle, Ben hopping up the steps behind her.

"well, you would know miss notorious thief. He probably forgot that this thing no longer has a defense grid on it." Ben said matter of factly, as he made his way over to the chair in front of the TV.

The tiny hero jumped up and grabbed the remote. Meanwhile Gwen began to look around. She liked it in here, it already felt more like home than anywhere she had lived in the last year or so. The curtains especially made the room feel like home, the warm color gave off a comforting vibe.

" I like the curtains in here it makes this place feel more homey." Gwen said turning to face Ben, as she did so the emblem on his back began to blink red. In a flash a young brown haired boy was sitting in the chair across from her.

He looked at her with a wry smile on his lips. "you should your the one that picked them out." he said sounding slightly sardonic.

For a moment Gwen had absolutely no clue what he was talking about until she saw the look in his eyes. That glassy unfocused look. He was having another attack... of whatever was wrong with him. She walked over to him and looked directly into his eyes, and it unnerved her to a certain degree. It almost felt like she was looking into a mirror. After all they nearly had the same color eyes, and he seemed to be holding himself more like she did.

"Alright lets see this tape you have." she said trying to get his attention away from her. She said as she positioned herself behind his chair to get a better look.

Ben pressed the play button and the video began. It started when Ben as XLR8 ran up next to Charmcaster as she was complaining about her accomplice. As the scene progressed and he did his disappearing act on her a couple of times Gwen couldn't help but laugh when he made that knock knock joke at Charmcaster's expense. It was still a little disconcerting when Ben also began to laugh with the exact same inflection as she did. Then she saw herself appear on screen and Ben laughing at her name. She couldn't resist hitting him on the head lightly, for his transgression.

"ouch." he said reflexively. "I was just expecting something more...costume oriented...or more sinister." he said in his defense.

Gwen just ignored him and leaned forward on the chair to get a better view of the recording. She was now kicking him across the street into a building. She flinched with sympathy as she saw him collide with the brick wall. She then looked down at Ben apologetically.

He just shrugged at her. " its alright we kick like a girl anyway... I mean you." The twelve year old said grabbing his temple.

She began to focus on the video more intently soon he would be put to sleep and she might be able to see what had happened. As she did Maxwell Tennyson entered the screen with a small pistol shaped object. The Gwen in the video insulted him, calling him a geezer. _This is to strange seeing myself doing these things._ The young girl thought to herself. As the Charmcaster on the screen fired a bolt of energy at the two of them Ben jumped in the path so fast it was hard to see on the video, and was sent flying closer to the camera.

As the alien on the screen turned back into the young boy he always was, Gwen saw herself dashing over to push him out of the way of the bus. She shuddered involuntarily when she had seen just how close that bus had come to flattening them.

As the most important part started to play, she was concentrating so hard she had almost forgotten to breath. As she lay there on top of him, which brought a blush to her cheeks now, she began casting the sleep spell.

"stop the tape." she said to Ben who didn't say anything but complied instantly. The video paused just as the Amulet of Bizel began to glow. Gwen scanned the picture with her eyes, moving slowly in a slowly descending left to right,right to left pattern. On her third pass she noticed something back near the museum entrance.

There was something about the mirror of Bizel. Something she couldn't put her finger on. The young witch moved around the chair to get closer to the screen. When Gwen finally got close enough she found what it was she was looking for.

There in the mirror she could see the reflection of everything, and where she and Ben were laying instead of her lying on top of him. She was laying on top of herself.

"I think I know what happened... but your not going to like it." the young witch stated apologetically, as she turned around to face her friend.

"BEN!" she cried out as she dashed to the chair, where the young boy had passed out. Pain still evident on his face.


	12. Resonance

Have you seen my Ben 10... oh thats right I don't own it. How silly of me.

Also recent research indicates that 90% of this story is made up on the spot. So even I don't know where its going..

Opposing sides

chapter 12

Gwen paced back and forth in front of the bed. She wasn't sure what to do. He had been unconscious for nearly two hours now, and it was going to continue to get worse and worse with each attack. She had to let him know what was going on before she left. If she didn't, even if he got better he might not trust her anymore. Thought she felt bad because he was going to have to put up with it for a little longer. Once the ritual was completed, either of them could put an end to this.

"hurry and wake up" Gwen said half to herself as she continued to pace. "stop being such a selfish brat and wake up."

Suddenly Ben started to toss and turn. She was beginning to wonder what was going on inside that head of his. If her deductions were correct it wasn't anything good. He continued to thrash for a few moments before falling still.

He looked rather warm so she decided to try and find the air conditioning or at least a cool damp cloth. As she looked around for either she actually took the time to inspect the place. It was a little messy, though with two men in it she wasn't surprised in the least. There were clothes crumpled in some of the corners and a few empty cans of soda stroomed about the room. On top of one of the small piles of clothes she saw a pair of sumo slammer boxers. The young girl couldn't help but be amused and disgusted at the same time. Boys.

When she couldn't find the thermostat inside the bedroom portion of the RV she headed out into the main cabin. Scanning the walls for the small box that would cool the vehicle she once again saw the curtains that "she " had picked out. Gwen couldn't deny that she would have most likely picked those out of a lineup if given the chance.

"there we go." the young witch moved purposefully across the room when she found what she was looking for. When she turned on the AC something made her jump. It was the door to the RV.

"Ben. Saw your handiwork, downtown. You need to be more careful, there was a lot of property damage done." Max said as he walked up the steps carrying several grocery bags. "oh. While I was out I picked up some things so I can make my world famous cricket stew. I also grabbed...." The older gentlemen stopped in the middle of his sentence when he noticed Gwen standing on the other side of the room. She was frozen in the exact pose she had taken the moment he opened the door.

" and who might you be." Ben's grandfather said suspiciously. Which relived the young girl somewhat. He really didn't recognize her.

She wasn't however relived enough to speak. Gaping at him like a fish out of water Gwen tried to come up with something off the top of her head. But nothing would come to her. The gears twisting and turning in her head seemed to have something stuck in them. She tried to speak a couple of times but only parts of words escaped her. Max was beginning to get a little impatient he went to set down his bags when something caught both of there attentions.

"Thats Lynn. I met her today after I was done "Looking" around town." Ben said from the doorway to the bedroom. He still looked terrible. "We got to talking about something or other and I mentioned I had that new sumo slammer game. She wanted to see it so we came back here to play for a bit, when I had another attack, but I'm fine" he said looking apologetically at both of them. "don't worry grandpa, she stayed the whole time and was watching out for me." he said explaining the situation.

"its good that your alright Ben, and thank you Lynn, I owe you one." Grandpa Max said sincerely. "in fact why don't you stay for dinner. Just give your parents a call so they don't get worried." he said with a jolly ring to his voice.

"No I couldn't... I really ought to go." Gwen said trying to get out of this situation as soon as possible.

"I insist" the lovable old man said "moving his bags to the kitchen

"Actually grandpa, she was supposed to be home like two hours ago... ill walk her partway home." the young hero said as he wobbled into the room. "its the least I could do." he said as he approached Gwen and began to lead her to the door.

"Well, if your sure... it is best that she doesn't get in trouble." Max said as he began putting all of his groceries away. "well maybe tomorrow then." he said looking at the two. "Ben you sure your ok." the old man said in his most grandfatherly tone.

"yeah Im fine grandpa, in fact a little walk will do me good." Ben said as he and Gwen exited the RV.

"goodbye mister Tennyson." Gwen called out as the door closed behind them.

"That was too close for comfort." Ben said as he let out a huge breath. " why didn't you say something, you could have made up anything and he might have believed it." he said looking at her incredulously.

"i froze. I didnt know what to tell him. A million thoughts were on my mind and I didn't know what to do. I felt guilty for being apart of the destruction of his old RV, and kicking you and..." she suddenly realized she hadn't explained things to him properly. Gwen stopped and turned to him.

"i figured out what happened with that spell." she said turning from flustered to serious.

Ben suddenly became very attentive. "ok so what happened. Some kinda Vulcan mind meld." he said subconsciously giving the Vulcan salute.

"What...no it was the MIRROR." she stated like it was the most obvious thing in the world. Which now that she had seen the video it was. "I used the amulet of Bizel to supercharge that sleep spell but it resonated with the mirror of Bizel. I wasn't even aware they could do that." she said sounding somewhere between excited and apologetic. " when I cast the spell the resonance of the two must have caused a duplicate or mirror of my consciousness to be transferred to you. The only problem is that they continue to resonate, and with each burst of energy my consciousness becomes stronger and starts to drown yours out.

" Thats not good....so how do we stop it." Ben said sounding worried. "cuz no offense but I really don't want to turn into you." he said trying to hide his growing concern behind a joke.

"the only surefire way I know of is to destroy one of the objects causing the resonance." the sorceress said sounding a little more nervous than warranted.

"ok so I just have to smash that mirror right." he said eying her behavior slightly. "Right?"

"Yes....but...could you wait just two days... maybe...please" Gwen said hoping to convince him, to leave it alone until then. "i would really appreciate it if ...you could." her voice started to waiver.

"WHAT!... I could barely think straight before now I sometimes think like a twelve year old girl, why would I wait two more days. I might be you by then." the young boy shouted as he started to continue on the path back to the city. "what conceivable reason could..there...be" he said the last slowly as he noticed that Gwen was not following him. She held her head down so he couldn't see her face.

"you have to know why." she said sounding next to tears. "i know that you have to."

He did... not that he liked any aspect of it. He knew that somehow whatever she was doing might enable her to see her parents again. However he also knew that whatever the ritual was it was bad Mojo. When his grandfather had looked up whatever Bizel was. The only thing that ever came up was stuff on the dark arts, sacrifices, ghosts, demons. The whole nine yards.

"I do." he said flatly. "But I also know that the kind of stuff your dealing with isn't good. Ive seen the movies. People coming back never turns out the way you want it." he said sounding more mature than he ever had before. "you'll just end up being more hurt than you are now." the young boy said with the eyes of of someone much older.

"But I have to try." Gwen almost yelled. She continued as she tried to reign herself in. "i just have to." she had broken down into tears. "I ...miss them..(sob). so much...I" the cracks in her armor gave way and she just couldn't control it. Since her mother passed she had held everything inside. He needed to understand, he had to. Ben was practically her sometimes... so he just had to understand. "I..(sob) … I just...I..." the devastated girl suddenly stopped crying completely, aside from a few uncontrollable sobs.

Ben had pulled her into a gentle embrace. He couldn't tell you why, other than that it seemed the right thing to do. She didn't know what to do. So she continued to cry. For hours it seemed she cried until her armor began to reforge itself, and she slowly began to stop. When her eyes finally dried she pulled away from him. But before she could say anything he spoke.

"alright... two days. Till the night of the ritual, of the full moon." Gwen felt the impact of those words hit her hard. "But after that its gloves off. I know what your doing but I have to stop Charmcaster."

He had known... well of course he had. He knew what she did and that was that the ritual was going to take place here on the full moon. But the heavier side for him was that even thought he knew that she and by proxy Charmcaster and Hex, would be doing this ritual to unlock dark magics he was going to let them do it. So she could see her parents again. She didn't know what to say. So she said the first thing that came to her mind.

"Thank you" The emotional young girl said as she gave him one more quick hug, before she backed away and wiped her eyes. "look at me I barely know you and here I am crying my eyes out in front of you." she said as she began to back away. "i guess ill see you in two days Then." she still sounded terrible.

"ill definitely be there." he said, before he saw her walk away toward the city.

When he re-entered the RV his grandfather was in the little kitchen preparing something that smelled so terrible it could only be described as normal for the old man.

"She seemed like a nice girl." he said trying to cajole his grandson into admitting so. But when he got a good look at the young boy he could see something was on his mind.

"Yeah she is... and I think I'm going to have to save her from herself, and she'll hate me forever." he said the last sentence almost silently.

"you alright Ben. Not having another attack are you." his grandfather said sounding very concerned.

"fine, grandpa, I'm fine." he said trying to assuage his guardians worries.

"I'm fine."


	13. Trinity of Four?

Im running out of ways to say it. I don't own Ben 10

Opposing sides

Chapter 13

"And just where have you been, Gwendolyn." Charmcaster said her voice filled with suspicion. It was nearly 9 at night and she was supposed to have reported in at around 7. "if you cause uncle any trouble, I wont be so inclined to convince him to keep you around." she said taking joy in taunting the younger girl.

"I was taking care of those rouge bends in reality caused by the fluctuations of the Trinity of Bizel." Gwen said nonchalantly. As she made her way into there current residence. It was a small abandoned factory in the middle of the industrial district of the nearby town. Needless to say that Gwen couldn't wait to get this over with.

"Really, then I suppose that when I saw you walk off with that brat in tow it was because that too was a bend in reality." The older witch's voice was laced with a threat. "or have you decided to help that insufferable little wretch." Charmcaster began to move forward slowly cornering Gwen. "did you give up on your parents that easily." she said in her most sickeningly sweet voice.

For her part Gwen just took the accusations head on. She wasn't going to let Charmcaster get to her, not when she was so close to what she wanted.

"I was just trying to convince him to leave us alone. I told him the Sob story about my parents and he said he would wait until after the ritual to make his move." She said completely blowing through Charmcaster's defenses. "what have you been doing. Waisting time instead of preparing." she said calmly.

"So you convinced the little punk to attack after we obtain ultimate power. He wont stand a chance. You know for someone who isn't a full time bad guy your quite devious." she said almost proudly. "however, he fancies himself a hero. He may show up to stop the show anyway." She said in an offhand manner. "the truly troubling thing is...how did he know we were here." she said scratching her chin.

"it must be all the disturbances transporting the artifacts has caused." Gwen said a little too quickly. She didn't want Charmcaster to know that Ben was more vulnerable than usual.

"it is possible. There have been many strange things occurring since we brought the trinity together. Well in any case we have to be prepared , if that brat decides that he has to stop us anyway we need to be ready." Charmcaster turned on her heel and began to walk down the corridor. "Im going to have a talk with uncle. You go start the preparations." she said waiving back at Gwen dismissively.

The younger witch couldn't help but feel apprehensive. What if Ben did break his promise. She knew that Charmcaster and Hex were up to no good and that something had to be done, however she had hoped that would come after the ritual. But he was a hero and they were supposed to keep there promises right.

There was also the flip side to this. If he did keep his promise he would be destroyed by Hex and Charmcaster. She didn't want that to happen. He was the first person to actually talk to her in the last year or so. Sure her stepsister and...step uncle?... had taught her things and been around but they had never truly engaged her in conversation. It was always orders, demands, or threats. He was also the only person other than them that knew she could do magic. She thought that if anyone ever found out now, that she would be considered a freak, and with his....unique fashion accessory he had no room to call anyone that.

So she headed toward the room where they had gathered all of there artifacts, and more than one thing began to bother her. The "what ifs" tore at her mind. There was also one thing that bothered her to no end.

"why is it called the Trinity of Bizel if we have four artifacts." she said to herself as she entered the ritual chamber.

"Uncle... I'm not sure if she can be trusted." Charmcaster stated flatly to the Master magician in front of her.

"I told you NOT TO CALL ME THAT." Hex bellowed as a maelstrom of power tore trough the old office. "YOU WILL REFER TO ME AS "MASTER"" the aged Sorcerer said as his eyes blackened.

"Yes master." Charmcaster said immediately. She really didn't like this whole dark Jedi thing he was pulling these days. He used to be more lenient if that was possible. Now he made them refer to him as their master. Like they were just minions he could order about.

"who cares if the girl is trustworthy or not we only need her for the ritual after that it wont matter anymore." Hex said it in such a way that Charmcaster's skin began to crawl. "Unless you would like to take her place." the grizzled old sorcerer said staring at her with a smile on his lips.

"no un....master" she said more quickly than anyone has ever responded to any question. "however the Tennysons are nearby. They may try to interfere, and we cant have the ritual disturbed." she sad trying to steer the conversation somewhere else.

"ahh.. the child is here. Good when the ritual is complete we will Torture him...for the rest of eternity." he began to laugh with a madness so intense the young witch could swear the walls were trembling. " now go, and continue the preparations. All runes must be in place and aligned properly, if even one is out of place then you shall be the first to pay." he said as he stopped laughing..

"yes master." Charmcaster said as she swiftly ducked out of the room.

"Ahh...Ben, it will be so good to see you again." Hex said calmly as his eyes blackened once more.

"we only have half a day left until the full moon is at its zenith, they have to be around here with all the crazy things that are happening." Maxwell Tennyson said rather hurriedly.

For the past day and a half they had been running about town trying to stop all of the ridiculous things happening in the city. Silent movie era monsters had taken to the streets, appliances started to attack there owners, cars would suddenly vanish, then suddenly reappear hundreds of feet up stuck inside of buildings, peoples shoes would suddenly disappear from there feet. It was madness, it was chaos, it was bedlam....it was magic.

Ben and his grandfather had been working overtime, and for the most part it was Max who was picking up the slack. Ben couldn't concentrate. Not only due to his frequent attacks, which he fought against hard enough to stay awake (most times anyway.), but also because he was worried about Gwen, and the fact that he still had not told his grandfather the truth of what was going on. He felt like he was betraying him.

"if we look at this map." Max said putting up an map of the city onto there tv screen. " and we mark the location of all the major disturbances in the area, there epicenter is the old industrial district." he said like a detective getting close to finding the culprit. "after excluding all factories in operation, there is only one abandoned one close to the center of all the previous incidents." he said pointing to one of the buildings on the map. Ben shifted uncomfortably in his seat.

"Are you sure your alright." the man said looking down at his grandson.

"Yeah." he said very unconvincingly, however to divert his grandfather he pointed at the map."i think we should go here first. If we can get on the roof we can get a better look at what they have going on." the building he was indicating was facing the abandoned factory from the back." he said putting on a serious face. He wasn't going to let this go any farther than it had to... he was going to stop them.

"thats a good idea Ben if we get there early we can get a feel for the area and plan our next move." Max said positioning himself in the drivers seat. "are you sure your ok.... something seems to be bothering you. Your not acting like yourself." the older man said again, in a grandfatherly tone. Though he thought he was starting to sound like a broken record.

"I told you I'm fine. Its just so hard to concentrate when I cant think like myself." Ben said truthfully.

When he had the strange attacks now, Gwen's "mind" was strong enough to actually see what he was thinking instead of the other way around, and it was not pleased. It shrieked at him, pleaded, cried. It didn't want him to try and stop herself. Which was also troublesome, at first it was just the thoughts themselves, There was no personality to them. However now the thoughts were aware, and as time wore on it became more and more human, more willful. It was driving Ben crazy.

" alright then. Preparations complete." Gwen said to herself, as she looked around the old factory floor. It was riddled with runes, and small pieces of paper. Several metal poles had been inserted into the ground at varying intervals. In the center of the room was the altar of Bizel. The runes and poles were spread out from it in every direction, and the dagger securely in its center.

Hanging above the alter on a chain was the crystal that they had taken from the museum of geology. It hung with the sharpest point directly down over the center of the alter. The mirror of Bizel stat parallel to the alter. Above it was a hole in the ceiling to let in the moonlight, and it was positioned to ricochet the light into the crystal hanging above the alter when the moon reached a certain point.

"now for the amulet." Gwen said taking it out from the bracelet she usually wore. "wait... where does the amulet go. I thought..." something suddenly hit her from behind. As her vision faded. She heard Charmcaster's voice.

" Don t worry about that. I have everything under control." and with that Gwen's world went black.


	14. Helplessness and Despair

I don't own Ben 10. and I'm sorry.

Opposing Sides 

Chapter 14

Gwen awoke with a start, and she immediately knew something was wrong. She couldn't move, both her arms and legs had been bound. Her eyes darted around the room, however her vision wouldn't adjust to the light. Her breathing grew more unsteady...more panicked. She tried to call out to anyone who would listen and found her voice lacking.

"Yes master the preparations are complete." she heard Charmcaster say from a distance. Gwen wrestled against her restraints and made as much noise as she could. When her eyes became adjusted her worst fears were confirmed. She was tied down to the alter. The young girl tried to convince herself that it this was some kind of strange dream.

"good then it is time we begin the ceremony" Hex said as the voices moved closer to her. "Prepare some guardians, and assemble the dagger, I will begin the chant." the sorcerer said as he moved to the opposite side of the room. When he finally entered Gwen's sight he stopped and began to float in midair sitting cross legged, chanting in a strange unfamiliar language.

Gwen was starring daggers at him when Charmcaster came into her vision. She had on a menacing grin. In one hand she held the dagger of Bizel and in the other she held the amulet.

"Whats the matter Gwen. aren't you glad that the ritual is beginning, you even get to be the most important part." the older sorceress held the dagger and the amulet at arms length and slowly brought them together until the smaller artifact was snugly attached into the pommel of the larger. Energy arched off of he completed item. "The virgin sacrifice." she said with a small cackle.

Gwen couldn't believe her ears. She had spent all that time helping them and they were just going to use her as a component in there ceremony. She had been tricked, she would never see her parents again, she would never see anything again. Her panic, fear and helplessness turned to rage. She tried to lunge at Charmcaster, the fact that she was completely restrained didn't seem to register anymore. She tried several times before her strength gave out.

"Aww... your mad that we betrayed you. However it would just be troublesome to bring back people we worked so hard to get rid of." she said as she began to fill the dagger in her hands with magic, but had to stop when something distracted her.

The girl strapped to the alter had ripped one hand free of her bonds with a sudden burst of strength. She was reaching for Charmcaster with murder in her eyes. Hex was broken from his chanting by this unexpected outburst.

"I THOUGHT YOU SAID EVERYTHING WAS READY, SECURE HER ONCE MORE! IF THIS HAPPENS AGAIN BOTH OF YOU WILL BE MY SACRIFICES." The energies already in the room began to swirl with his anger, as his eyes began to grow dark. He once more began to chant the spell.

Charmcaster readied some energy and forced Gwen's hand back down onto the alter. "Oh. Stop squirming so much. It'll all be over shortly." The sadistic witch said, as the moonlight reflected off the dagger in her hand.

* * *

"do you see anything grandpa." said a rough low pitched voice.

"No not yet. There seems to be something blocking the windows." Max said worriedly. They had found the factory easily enough but when they approached they found a number of countermeasures around the building. Some of those strange stone guardians that Charmcaster used, were posted at every entrance. And all the walls seemed to have some kind of defensive rune written on them.

After scouting out the outside of the factory they had moved to the roof of an adjacent warehouse like Ben had suggested. Trying to get a good view through the windows. However all there efforts seemed fruitless.

"is there any other way we can get a look inside." Ben said once more in his augmented voice. " maybe they have blocked the light in the room from escaping with a spell or something but couldnt you use some kind of thermal thingy to see whats going on." the hulking crystal alien said from beside him.

"You know Ben, it may be troublesome but that other brain of yours is pretty smart." his grandfather said switching out his binoculars for a thermal scanner.

"Hey... who said that it wasn't my idea." Ben said defensively as his grandfather began to run the device in his hand .

"it'll take a couple of seconds for the scan to show anything. After all its an older version of the scanner, that I managed to jerry rig to work again." Max said holding the device perfectly still. "i wasn't saying it wasn't your idea, it just seems so well thought out. You usually like to kick in the front door." he said explaining himself to his grandson. "which I have to pay for." he said semi accusingly.

"I get it. I get it. Its just that I know how powerful these artifacts are, we don't want to rush in and get blown up." Ben said his crystalline form turning to face the factory across from them.

"there we go." the elderly gentlemen said as he held up the screen of the thermal scanner so Ben could see as well. The picture displayed a 3D image of the factory floor. Only three things stood out from the dull colors of the inanimate objects inside the building. One was against the far wall elevated slightly, the second stood slightly off center in the room next to the large blue slab that indicated the alter. The last figure lay out straight on top of it. "Ben, it looks like there going to sacrifice someone on that alter." Max said turning to his grandson, only to find the space next to him empty.

"Ben..." he looked around for a moment until he heard something at the bottom of the building he was standing on. As Max looked over the side he saw Ben as Diamondhead being flung into the air by a ramp the alien hero had made at the base of the building, with his crystals. As the old man saw his grandson arc through the air he panicked a little as he drew a small firearm from his plumbers belt. " kick in the front door it is." he said to himself.

* * *

as the moon moved into position, its light began to reflect off of the mirror of Bizel. However instead of reflecting instantly like it should have it began to gather the light that shown on it. The marking that it shared with the other artifacts began to glow. As it continued to gather the moonlight the crest became brighter, and it started to resonate with the other pieces of the trinity. Hex's chanting, became more intense and he seemed to be straining himself. His staff began to glow brightly in front of him, and the room trembled with the awesome powers that were flowing through it. When suddenly it all stopped.

For a split second nothing happened, then the mirror shot a beam of pure moonlight into the crystal dangling above Gwen. Who struggled against her magical confines. Hex slowly floated to the ground and stood on unsteady legs.

" now Charmcaster, RAISE THE DAGGER." The sorcerer commanded his underling. However just as she was about to comply the wall behind her suddenly smashed in. There stood Ben slightly cracked from breaking through the defensive barrier the magicians had setup.

"LET HER GO...NOW" Ben shouted as he made a dash at Charmcaster. However before he could make it to her he was under heavy attack. Hex shot lightning at him, as four of Charmcaster's guardian golems jumped on him. He tried to get them off him but with Hex firing spells at him while he was already under attack it was too much.

Gwen couldn't believe her eyes. She was almost ecstatic that he had come to save her. However a small part of her still felt betrayed that he had broken his promise, and come to stop them...a very small part of her.

"I said raise the dagger Charmcaster do it now!" Hex yelled as he continued to fire a volley of spells at the Crystalline alien, until he was suddenly hit square in the jaw.

"Leave my grandson alone." Max yelled.

Hex fell to the floor as the ex-plumber grabbed the sorcerers staff off the ground. The old mage tried to stand, and was promptly hit with the end of his own weapon. As max turned to see how Ben was fairing a guardian was suddenly upon him, the old man placed the staff in between the jaws of the stone beast.

As Ben and his grandfather fought the guardians Charmcaster brought the dagger into the air under the glowing crystal. All of the energies inside it were unleashed into the dagger, through the amulet of Bizel. She looked down into her stepsisters eyes.

"sorry Gwen." she said sounding almost apologetic, as she drove the knife downward.

It was strange to Gwen... a cold sensation in her stomach. No real pain to speak of. However there must have been a great deal, she could hear herself screaming as if from far away. Her world sank slowly into darkness. She wondered silently if she would meet her parents, and lamented that she wouldn't get to say goodbye to Ben.

The world stood still for Ben, he had failed... completely. He was supposed to be the hero but he had failed. He had made his first friend in a long time and she had been in danger, yet he still couldn't save her. If he had acted faster, or stopped her sooner when he had had the chance.

He suddenly felt as if he wasn't in his own body anymore, like he was a bystander watching everything happen, but helpless to stop it.

As the world began to move once more things happened in rapid succession. Crystal spikes shot up around Ben and impaled the guardians destroying them instantly, as he stood. With Charmcaster's part of the ritual finished she turned to enter the melee, only to wish she hadn't. She had seen Ben angry and upset over the two years that she had known him, but this wasn't any of those things. He was walking slowly at her, his eyes were completely empty.

Fear suddenly gripped her. She had forgotten that despite being an annoying hero, he was also just ten, and to her knowledge no one had ever been seriously injured during his exploits. The look in his eyes told her that they had gone to far. That his little brain had never considered a possibility like this. In a panic to keep Ben away she threw everything she had at him.

It was useless. For every volley of spells she threw large pieces of crystal would shoot up blocking them completely. The same could be said for the stone guardians she sent after him. Spears would jut from the ground impaling them before they ever made it close to him. she trembled at the hulking crystal behemoth in front of her. With a wave of his hand he sent her flying to the side and reached out to the alter as Charmcaster fell to the ground.

As Ben picked Gwen up he noticed for the first time how small and fragile she really was.

Hex looked from his place on the ground. As he saw his minion batted away like nothing as Ben held his sacrifice in his arms.

"NOO, The ritual is not complete. The alter must absorb the energy. If it doesn't have anywhere to go, all of it will be released here." Hex began to panic as he tried to stand. " this place will be torn asunder, the fabric of reality will be destroyed." as he was about to go on he felt a presence to his side, it was Maxwell Tennyson holding the remains of his staff. With Charmcaster unconscious, the guardians were useless.

"Ben we have to get out of here. Take Gwen and..." before he could finish something strange happened. All of the energy that was supposed to transfer out of Gwen and into the alter began to flow into Ben.

Max could see the vast amount of light glowing inside his grandsons crystalline form, As he reached critical mass. The energy began to refract outward from all sides of the alien body, sending pure unadulterated power thundering across the room.

The last thing anyone saw was the blinding light that was Ben Tennyson.

* * *

As the smoke cleared. Max Tennyson found himself lying on the ground under a considerable amount of rubble. He hurt all over. But nothing was broken as far as he could tell. He tried to shift, to get a better look around and found himself unable to move. He was just about to call out to his grandson when he heard someone speaking.

"You fool, you have failed me for the last time." the voice sounded like Hex and it was getting closer. "please master forgive me." The old grandfather had been expecting to hear Charmcaster defending herself. However it again sounded like Hex. "No, without your staff or your underlings you are of no more use to me." Max began to think he may have hit his head to hard when he saw Hex walk into his line of sight. He appeared to be arguing with himself.

Suddenly the sorcerer began to convulse. He contorted with pain and began screaming, after a moment of horrendous torture he suddenly went limp. Max's eyes went wide with horror. Floating in place of the evil sorcerer was an alien that The old man knew well.

"Ghostfreak." he said silently to himself. He was sure they had been rid of him a few times before, but that guy just refuses to take a hint. The silent abomination looked down at its host with disgust.

"I have taken all that I need from you, sorcerer, now you shall know hopelessness and despair." Ghostfreak said as he vanished into thin air.

Max didn't know what to do. He could feel his consciousness slipping as he heard sirens in the distance. His last thought before passing out was of his grandson.

* * *

As the blinding light subsided Ben found himself on his knees and returned to normal. The surrounding area had changed somewhat, he was in the middle of what appeared to be a field. The young boy was unsure of how he came to be here, the last thing he remembered was... _GWEN!!_

Ben found her lying about a yard away. He stumbled over to where she lay, and grabbed her up into his arms once more. She was breathing slowly and her pulse was weak. The young boy began to panic as her breath began to slow.

"GANDPA!" he shouted, but there was no one around to hear. He looked back at Gwen, and began to gently shake her. "Gwen, wake up...Gwen." he continued to nudge her gently. The only reaction he got from her was a slight fluttering of her eyes. Ben began to panic more and his eyes filled with tears.

"NO..no... wake up..GRANDPA WHERE ARE YOU?" he yelled into the darkness. When no reply came again he reached for his watch. It was still depleted. "you stupid thing.." he began to cry. "WORK...Why cant you work this once!" he sobbed, as he twisted the face around multiple times and tried to activate it. "Please..." he begged the watch to work. "GRANDPA... SOMBODY....please help."

He began to sob incoherently, turning the dial on his watch and trying to shake the girl in his arms awake, as her breathing became labored.

It was the first time Ben had ever really, truly felt his age. He was just a twelve year old child, powerless to do anything.

End of Act 1

AN: sorry if it got dark... but I don't kill people even in stories. Its morally wrong.


	15. Little Friend?

Ancient Chinese wisdom: I don't own Ben 10

Opposing Sides

Act 2

Chapter 15

She slowly became aware of herself. First there was sound, the gentle wind blowing through the trees. Then came smell, the soft familiar smell of breakfast wafting to her nose. She could also taste something... some kind of medicine if she wasn't mistaken. Her final two senses awoke at the same time. There was a dull throbbing in her stomach which made her open her eyes.

The room around her was small, and so was the very comfortable bed she happened to be in. As she scanned the room she began to wonder where she was exactly and how she had gotten there, When she had a flash of someone stabbing at her with a dagger. "Charmcaster." she said very weakly.

As she was about to try and get a better view of her surroundings she heard someone approaching the door to her small room. "Now be sure to behave, sweetie, I don't want you to give your uncle any trouble." someone said as the door to the room suddenly opened.

Gwen's eyes darted to the entranceway. There stood a woman in her mid to late thirties. She was a little on the large side but with a smile as motherly as anyone Gwen had ever seen. Her long red hair had been tied back and she was carrying a trey with some breakfast on it. When the woman made eye contact with Gwen her eyes went wide.

"Bless my stars..." the woman said almost dropping the trey, as she set it on a small night stand next to the bed. "Honey are you alright." she said gently moving some hair out of the young girls face. "do you need something to drink." the lady asked with great concern in her voice.

"Yes please." was all Gwen could get out before the woman dashed off, before quickly returning with a glass of water. The older woman then helped Gwen sit up, There was a dull pain in her chest as she did so. When the cup was pressed to her lips she realized just how thirsty she actually was. The young girl tried to drink too deeply and ended up coughing up some of the water. The other woman helped her to wipe her face.

"thank you....." Gwen said trying to ascertain the name of her caretaker.

"My names Tammy, boy am I glad to see you awake. I was real worried when we found you, there was a lot of blood. however your wound didn't seem as bad as all that. Still you've been asleep for the past two days or so." Tammy said, bringing the cup back up to Gwens lips. After letting the young girl drink deeply from the cup she pulled it away from her lips.

"who were you talking to just now." Gwen said trying not to be impolite.

"that was my daughter. Shes a couple years younger than you. She is off to spend a week at her uncles place." the motherly lady said setting the cup down on the trey she had brought In earlier. "but thats not important right now. Your up and you don't look any worse for wear." she said motioning to Gwen's wound.

The last thing Gwen remembered was Charmcaster using the dagger of Bizel to rip her a new one, literally. Ben had shown up...but it was to late. So how had she made it out of there? and where was she now? what happened to Charmcaster, Hex and Ben and his grandfather? So many questions.

"where am I?" Gwen said looking a little confused. She could have sworn it was a different climate near the factory.

"right now your inside my house, about a ten minuet drive from Anthonyville Arkansas. Don't you worry though we had a doctor come from out of town to take a look at'cha. He said that you seemed fine, that the wound on your stomach was superficial and wasn't life threatening. It puts my heart at ease to see he was right." Tammy said, as she smiled gently at the young girl.

"but I wasn't anywhere near here when...something appended an accident I think." Gwen said trying to avoid causing an unnecessary disturbance. She was also shocked to discover her wound wasn't life threatening, she was sure she was done for.

"well your here now, its just lucky there was that light." the older woman said motioning out the window in front of the bed. "two nights ago there was a blinding light out in the field between my house and the town. When I went out to see what had happened I found you and your little friend right smack dab In the middle of it. I think the little guy thought you were dieing. Like I said there was an awful lot of blood." Gwen blinked for a moment.

"Little friend?" She said slightly confused.

Tammy pointed to the corner of the room behind the bed. "he must have cried for hours. When we finally got him to calm down he didn't say much. Just kept to himself mostly. Since the doctor visited, he opened up a bit more. However, He wont talk about what happened, and he doest eat right. I was bringing him breakfast when I saw you were awake."

Gwen turned slowly as the older woman spoke. And there sitting slightly off to the side behind the bed was a young boy sitting slightly slumped over in a small reclining chair. She didn't have the voice to yell yet but she was still alarmed.

"Ben!?" she said. Why was he here. The young girl wondered What had happened after she had passed out, Though she wasn't sure she wanted to know.

He looked terrible, his clothes were disheveled and he had dark circles under his eyes. She began to reach out to shake him awake when Tammy stopped her.

"shh...i know your awake and all but the poor guy has barely had any sleep for the past couple days. He just sits there, waiting. When I asked him what happened he clammed up. Thought he talked to my daughter every so often, when she would come to check on you or bring him something to eat." She truly sounded like a mother to Gwen. " I hope this cheers him up. I was beginning to worry more about him. A little after we brought you here he tried using the phone a couple of times but he didn't seem to get through to anyone, any idea who he might'a been trying." Tammy said in a questioning manner.

" it was probably... his grandfather. He was taking care of... us. Were spending the summer in his RV, but at some point there was an accident and we got separated. Like I said I don't remember much, just that light, He must be seriously worried by now." she lied to the older lady, and it broke her heart.

"i suppose he would be. Ive put up posters and called the local government offices to let them know that we found a couple of kids. They even let me take care of you two until we can contact your family." Tammy said moving across the room to put a blanket over Ben. " This little one was livid when he thought that someone was gonna come and separate you two. I think he feels responsible for whatever happened. Hes barely left that chair since he sat down in it." she said as she went back and sat at the end of Gwen's bed.

"i hope we aren't imposing." Gwen said sounding a little concerned that they might have caused a panic. "Ben can be... stubborn sometimes." she said truthfully. "we haven't caused you any trouble have we."

"goodness no." Tammy said almost defensively. "its been my pleasure to take care of you, besides I could never turn away a person in need." the older woman said in a soft voice. " and boy did you guys need it." she said standing up. "if he wakes up make sure he eats every bite of that breakfast, ill go make something light for you, stomachs probably not up to something to big right now." she said as she made for the door. Before Tammy could close it Gwen called out to her.

"Thank you, Tammy. I don't know how we can ever repay you." The young girl said to the older woman.

"no problem at all darlin'." Tammy said as she closed the door.

When she did Ben started to stir a little, which caught Gwen's attention. She looked over at the boy and couldn't help but smile. He had obviously saved her. As for how he had managed that.. she didn't know. She wanted to wake him up and let him know she was alright, but he really did look like he needed the sleep. According to Tammy he had been pushing himself too hard.

Ben suddenly turned in the chair and whudded his head against the wall, not hard enough to wake him but enough to cause him to mumble accusingly in his sleep.

"what a dweeb." she said softly as she continued to smile warmly at him.


	16. Yesterday

I don't own Ben 10...so DONT sue me.

Opposing sides

Act 2

Chapter 16

Maxwell Tennyson sat in his hospital room completely against his will. For the past two days he had been unable to convince his doctors that he was well enough to leave. When he had arrived they had told him that he had two cracked ribs and a mild concussion, which to him was nothing compared to the safety of his grandson. He was also worried about the girl that was on the alter, things had looked grim for her.

After he had been rescued from what was left of the old abandoned factory, Max was taken directly to the hospital. After he had been given emergency treatment and had some time to rest, the police stopped by to question him. However before they had even gotten in a word he had bombarded them with questions of his own.

"did you find my grandson. Hes about this tall." he had said holing his hand at the approximate hight. "twelve years old, brown hair, green eyes." the officers had only shaken there heads. "What about a young girl, about the same age, with orangy hair." again the officers had nothing to say. "did you find anyone else there?" he pressed on but the policemen had just asked him to calm down, and answer there questions.

His "interrogation" had seemed endless. "why were you there? Do you know what caused the explosion, do you have any knowledge of the criminals known as Hex and Charmcaster. If so what is your relationship with them? What are the articles attached to your belt for? Do you have any known aliases?" the questions came without end.

He had used every trick in the plumber book to maneuver his way through that death trap of trick questions. In the end the police thought that he was a photographer who was doing a piece on the old broken down factories, in the area. And that he had wanted to take a look inside for himself. From there on he was just in the wrong place at the wrong time. As for his grandson who had accompanied him as a sort of apprentice, he had yet to be found.

He heard at some point that they had found Charmcaster in the ruins of the old factory. She had minimal injuries so they had taken her immediately to a juvenile detention facility, where she was awaiting a trial.

"Good riddance." was all he could say to that. He had seen his foes do some crazy things, but to sacrifice a little girl. That was just low... he expected things like that from the emotionless aliens he sometimes dealt with. But for a human to do that to its own kind.... it was just wrong.

Right now all Max wanted to do was go and look for Ben. After what he saw in the factory he, would definitely need someone to talk to. However until the doctors deemed him well enough to leave they had posted a couple of orderlies to keep watch over his room, they had also confiscated most of his plumber tech and were holding it in storage until he was cleared to go.

"Ben, I hope your safe." he said sullenly to himself as he sat at the end of his hospital bed and waited for his release.

* * *

Tammy had returned after about ten minuets with some breakfast for Gwen, it consisted of some toast with jam on it and a glass of orange juice. It wasn't much but as Gwen started on the meal she realized the older woman was right. Her stomach wasn't ready to eat more substantial foods.

As Gwen ate Tammy sat down on the end her bed and engaged her in conversation. She learned a lot about the woman in a short time. It seemed that her husband had passed away a few years back in a car accident and since then she had been living alone with her daughter, Lilly. She had taken on two jobs to pay the bills, which is why Lilly often went to spend time with her uncle who was Tammy's brother. When Gwen asked what she was doing about her jobs while she was here, she was pleased to know that she had managed to get a break as her bosses were friends of hers, and understood the situation.

Gwen had told the woman what she could of herself and what she knew of Ben. She had described her parents and her life before meeting Charmcaster and Hex. She had to make up some of it, like the fact that She and Ben had known each other since they were very little, and that she was going with them on there summer trip.

After they had chatted for about an hour Ben began to stir. It seemed there voices had finally made it impossible to sleep any longer. As he groggily opened his eyes, he blinked a few times to clear the tired from his mind. He looked at the two sitting on the bed for a good long moment. He then jumped from the chair to the bed so fast that neither of the girls sitting on the bed could follow his movement.

"GWEN!" he yelled much louder than was necessary, as he wrapped his arms around her. "Your ok..your awake." he was so exited that he hadn't even considered how embarrassing this would usually be for him, as he sat with his arms around her.

For her part Gwen didn't know what to do. She was glad that he was feeling better, but it had been a good minuet now and he was still holding onto her. The young girl's face grew warm as she made a slight coughing noise hoping to get his attention, however when that failed she tried using his name.

"B...Ben....Ben,you can let go now." she said with a little embarrassment in her voice.

Suddenly realizing what he was doing the young Tennyson backed away from Gwen quickly. But he didn't go to far. He stood only a couple of feet away, and began staring back and forth between the two women. It looked like an electric current was running through him, and not being able to contain it. He then lunged at Ms. Tammy. And gave her a hug as well.

"Shes ok...shes ok." he almost yelled in her ears. The older lady began to laugh a little as Ben continued to hug her. As he broke the hug he seemed to have used up his excess energy. He suddenly began to sniff the air, then he saw the tray containing the now cold breakfast. "is that for me." he said pointing to the food.

"it sure is" Tammy said as she smiled brightly and handed him the trey. "ill let you two catch up." the motherly lady said as she stood up. " and have some time to get your stories straight." she said with a wry smile, as she left the room.

Ben sat back in the reclining chair he had bolted from only seconds ago, and began to stuff the food from the tray into his mouth unceremoniously. Gwen couldn't help but laugh at the site of him.

"i knew it. When she said you were being all quiet and brooding, it couldn't have been true." She covered her mouth and held her gut as she laughed, her wound causing her some discomfort. Upon seeing this Ben, despite what she had just said began to slowly chew his food with much less enthusiasm. "Aww come on where did all that energy go." Gwen said turning to face Ben directly.

"I was really worried." the young boy said seriously. " when Charmcaster... did... that" he said motioning to her wound with his fork. "i don't really remember what happened afterward I tried to get to you then there was this blinding light. When it cleared we were in the middle of the field out there." he once again motioned with his fork. "you were cold and..." his eyes went wide with fear remembering the event. Seeing this Gwen tried to calm him.

"Its ok. For some reason my wound isn't all that bad. Right now its just a dull ache." she said trying to assuage his worries. "Besides you really saved me.. your still a hero." however instead of cheering him up this only seemed to sour his mood.

"Not anymore." Ben said taking a bit of his pancakes. "i think ill just stick with gifted individual." Gwen could tell by the look on his face that he still thought that her injury was his fault.

"Oh yes you are, otherwise I couldn't call you "Mr. Hero" mockingly anymore" the young witch said it like it was self explanatory. Ben sat for a moment and stared at her in mid chew, then a sliver of a smile touched his lips.

"okay then little miss villain, if thats how you want it to be." he said with one eyebrow raised.

"I told you im an Antihero, an antihero. Cant you get it through your thick skull. How many times am I going to have to tell you." she said trying not to laugh. However with her last statement Bens eyes went wide.

"Speaking of time, you just reminded me, we have a really really really big problem." he said looking at her seriously.

"What... ?" Gwen said as she saw him reach for something on the nightstand. What he picked up was regular morning newspaper. He unfolded it and held it so she could see the front clearly. She looked at the main article.

"Alien hero saves 10 from fire." she read aloud. " Okay so you saved some people from a burning building last week, I thought you weren't a "hero" anymore." The young girl said a little confused.

"Not last week." Ben said pointing near the top of the paper, on the date. "it was Two years ago last week." he said holding the paper closer so she could see. When she took the paper her eyes widened with understanding.

"Ben when did this paper arrive?" she asked already knowing the answer.

"Yesterday."


	17. Prank Call

I do not own Ben 10.

Opposing Sides

Act 2

Chapter 17

Gwen couldn't believe what she had just heard. It was impossible...well not impossible but highly improbable. The paper in her hands, according to her, was two years old. Yet Ben had just told her that it had been delivered yesterday. She took a moment to breath.

Ben however, had already had time to process this information. "we need to get out of here, and find my grandpa." the young hero stated matter of factly, as he continued to eat his breakfast. "i think he's the only person I know that would believe us if we told him."

Gwen sat in silent concentration. They were going to have to find an adult who would believe them. Tammy was a nice lady, but the young witch didn't want to drag her into this craziness. The only thing was that once they left to go find his grandfather they wouldn't have any money, or transportation. They would be up a creek without a paddle. When Ben saw the look on his friends face he spoke up.

"by the way I wasn't just being silent and brooding about what happened, I do have a plan....ish." he said half proud of himself, half unsure.

"so you have a plan...ish." she repeated sounding skeptical.

"since we don't know where my grandfather is at the moment I say we go to where he is going to be. In a few days there is going to be a wedding... and im the ring bearer." Ben said his voice full of embarrassment. "if we can make it to the wedding than my grandfather will be there." he said sounding more confident than before but still a little unsure. "though time travel makes my head all fuzzy." he said giving her a slight grin.

"I think your heads always been a bit fuzzy." his young friend said teasing him."though it does sound like an alright Plan." she admitted. "But how do you know the date of the wedding." she asked curiously.

"I don't think I could forget, there is a picture of me at my house wearing this ridiculous purple suit. I hated it. But on the back is the date... trust me it sticks out in my mind." Ben shuddered as he remembered the embarrassment he suffered that day.

Gwen chuckled at the idea of Ben in a purple anything. "alright if your sure about it...now we just have to figure out a way to get there."the young girl began to ponder, when Ben spoke up again.

"actually I have another idea...but I don't like it." he said his face becoming more sullen. Gwen raised an eyebrow at him.

"two ideas in two days... your brain must be aching right now." for some reason Gwen couldn't stop the snide remarks. Though she was only teasing. The psychologist in her mind told her she was deflecting... but as for what she was deflecting she couldn't say. Her companion however didn't even seem to notice like it was already apart of there routine.

"A little yeah .. but I would have to lie to Ms. Tammy. And I really don't want to." Ben said making a face full of conflicted feelings. He popped the last of the pancakes into his mouth. Gwen smiled silently. He was a hero even if he didn't want the title anymore.

"well... if its absolutely necessary than we'll just have to do it. I agree the best starting place is to find your grandfather." she said affirming his decision, though she too felt conflicted about lying to the sweet motherly lady who had taken care of them. Ben looked down at his empty plate his face showing no emotion.

"alright then... ill just have to get it over with quickly." the young boy declared as he set his plate on the nightstand. " if Tammy asks for me tell her I went out to stretch or something." he suddenly began to fiddle with his watch. Until he found the silhouette he was looking for. He looked over at Gwen as he pressed down on the watches command dial.

There was a sudden green flash of light. Where Ben once stood, there was now a strange alien creature.

"What is that!" Gwen said somewhat shocked.

"its all part of my plan." Bens voice came from the alien. Only it sounded as if he were speaking through a speakerphone. "just be ready to cover for me." the strange alien opened the window and...gooed out of it, was the best description Gwen could come up with. As she wondered what kind of alien that was the phone suddenly began ringing in the next room.

* * *

"Hello!" Tammy greeted as she answered the phone. What answered her was an almost perfect replication of Maxwell Tennysons voice.

"Hello, is this Tammy Hayfield." Max's voice questioned uncertainly. Ben was going to have to put on a good act if he was going to convince her he was his own grandfather.

"Why yes it is. And who may I ask is calling." she said politely.

"Thanks goodness... This is Maxwell Tennyson. I was informed that you may have my grandson and his friend in your care." Ben played up the concern in his grandfathers voice.

"I do. Ben Tennyson and young Gwendolyn! I'm so happy someone got a hold of you." The sweet woman said genuinely happy that the kids guardian had found them.

"Are they alright?" he said almost pleading that she say yes.

"There fine, mostly. Gwen seems to have had an accident of sorts. We had a doctor come in and check up on her but he said it was nothing to worry about and that she could be up and about in a couple of days." she said trying to reassure the "older gentlemen. "if I may ask, what happened. The kids don't seem to want to talk about it. And they got so far away from you." she asked out of genuine concern.

"we were driving through Texas when we got caught up in one of those strange occurrences that have been happening this summer. You know... the ones with the strange alien creatures." Ben tried to sound as convincing as he could.

Tammy thought for a second before answering . "i have read of quite a few strange occurrences, giant animals attacking D.C, strange flying things seen over mount Rushmore, you mean those kinda things."

she asked.

"Yes while we were on the highway there was loud noise and a Bright flashing light. I suddenly couldn't control the RV anymore, and it tipped over and skidded into the light. When the light passed I got up to look around for... the kids, but they weren't there anymore. I panicked and looked everywhere. But it was mostly desert out there. I didn't know where they could have gone too." Ben tripped over his words a little but to hide it he started to ham up his performance. "eventually a car showed up and I borrowed there cell phone and called the cops."

"Goodness, I heard of something similar happening at a summer camp the next state over, kids just disappeared, they turned up a few days later none the worse for wear saying something about giant mushrooms or the like." she shook her head disapprovingly "Don't know what the worlds coming to these days."

"I'm just glad there alright." Ben said using his actual feelings for emphasis. "i know its probably been a little troublesome, I know my grandson can be a little stubborn sometimes." everyone always seemed to say it so he figured why not.

"No they've been no problem at all. Benjamin was just worried about his little girlfriend thats all." she said it with the purist of intentions

"Shes not m....is that so.." Ben wished he had hands at the moment so he could slap himself on the forehead. "he's sort of embarrassed about those kinds of things." he said trying to recover.

"So when will you be by to pick them up." Tammy said hearing the strain in his voice.

"Actually my RV is still a little messed up from the accident, its still in the shop. I was wondering if you could get them on a bus to Fort worth, Texas. I can rent a car and pick them up when they arrive." he said trying to make it sound as plausible as possible.

"Shoot, just tell me when would be most convenient for you, its alright if its a couple of days I wouldn't mind watching them for ya. There good kids I can tell." Ben felt a little pride at this .

"thank you so much. If it would be possible could you get them there by Thursday. I think I can get there by then." Ben was starting to get the hang of Max's voice.

"not a problem, ill make sure they get on the bus this coming Wednesday." she said reassuringly to Ben.

"Could I speak to them. It would make me feel a lot better to hear there voices. I've been so panicked since they went missing" he had to sound eager but not to eager, and Ben's brain and conscience were beginning to drain. He couldn't lie to her much longer.

"of course let me bring them the phone." Tammy said as she made her way to the Room where Gwen had been resting. When she opened the door she only found Gwen sitting alone on the bed.

"Where did Benjamin go." she asked Gwen concernedly. The young girl looked back at her and gave her a practiced response.

"he said that "sitting in that chair so long made his but cramp up." so he was going out to take a look around and stretch." she lied.

"Where did that child get to at such an important time." she said handing the phone to the younger girl, whose only response was.

"Boys" she said it like it explained everything. As she took the phone she gave Tammy a questioning look.

"its Max Tennyson, don't keep him waiting he sounded mighty concerned, you kids just vanished." the older woman said as she waited expectantly for Gwen to use the phone.

Not knowing what to expect Gwen put the receiver up to her ear. "hello?" she asked hesitantly.

"Gwen, just say something like..uncle Max excitedly, then stuff like no I'm ok....Ben hes fine too. No miss Tammy has been really nice. Stuff like that." Gwen didn't know what to make of it. The voice sounded like Bens grandfather. But the tone of his voice was that of her young friend. "then stall until I can get to the phone." Ben said, doubt lacing his words.

"Uncle Max." Gwen said excitedly. She continued on for a while as Ben had said... well she assumed it was Ben. After a few more minuets under the scrutiny of Tammy Gwen was running out of generic things to say on the phone. As she started to stumble over her words and draw blanks Ben suddenly appeared in the doorway.

"who you talking to." He said nonchalantly.


	18. What Are You Doing?

I'm sorry if I mislead you, but I don't own Ben 10

Opposing sides

Act 2

Chapter 18

"i cant believe that actually worked." Gwen said turning in her seat to face her friend. "you must have been thinking of that plan since you saw the newspaper the day before."the young girl was amazed, she knew Ben could think on his feet...sometimes, but it seems that when given enough time he could even formulate brilliant plans. Too bad it took him nearly two days to do it. "And what was that thing you turned into, the metallic goo puddle" she said genuinely interested.

"That was Upgrade, the Galvan technomorph, I told you about him the other day. He melds with technology, and can make it better." Ben's voice held no triumph. Instead he could only feel guilty for tricking their savior, and caretaker. He looked out the window of the bus to watch the scenery go by.

They had stayed at Tammy's house for a couple more days, enjoying a mostly normal life. If it hadn't been for the strange temporal difference that they were painfully aware of, it would have been perfect. However they needed to find a way back to there time.

When the day of there departure arrived the matronly lady had given both of them a bag full of treats to enjoy on the ride to Fort Worth.

Ben had felt like a complete deadbeat. He had put on a winning smile and waved goodbye to the lady who had taken care of them. But he really just wanted to tell her the truth, but that would just cause more problems.

"Ben, we'll pay her back, we just have to find your grandfather first." Gwen said poking him in the arm. "we also have to start thinking of ways to get back to our own time. I'm not well versed in temporal spells. However I do have a limited knowledge of inter-planer travel." she continued to look at the back of his head, willing him to turn around.

"your right, the first thing I'm gonna do is ask grandpa to call Ms. Tammy and pay her back." Ben said with determination as he turned to face Gwen. "So whats all this talk of inter-something-or-other travel and tempura spells." he said with a completely serious look on his face.

"Its inter-planer travel and temporal spells." Gwen huffed, thought she had no reason to be upset about it. Most people would blanch if such words were slung there way. " it means time travel and travel between dimensions." she explained. "In other words I'm not good at time travel. But I know a little bit about dimensional travel." the young witch looked to see if anything had sunken in. however when he just stared at her with a blank face she sighed heavily. "I cant believe you don't..." her sentence was cut off by laughter from Ben. "What?"

"I knew what you were talking about the first time." he said laughing slightly. "remember I had your thoughts in my head for a while. I learned a little, I'm not a complete moron." he continued to chuckle. "but I know how you villains just love to hear yourselves speak." he said almost bursting with laughter.

Gwen's eyes narrowed. however instead of yelling at him like Ben had expected her to, she only smiled slightly. This began to make him nervous. As the young hero waited for her response to his teasing he suddenly hiccuped. When he did so Gwen's smile became more devious. Ben's eyes widened with surprise when he hiccuped again.

"Gwen.. hic...thats....hic...not fair...hic.." he began to hiccup uncontrollably.

"well maybe next time, someone will think before they speak." she said as she huffed and turned away.

For the next half hour or so Ben tried every remedy to the hiccups he knew. Holding his breath, scaring himself. Drinking water, he even tried pinching his arm as hard as he could...he couldn't remember if that was actually for the hiccups or not, but it didn't work anyway. As he was about to beg Gwen to reverse the spell. It slowly came to a halt. As his breathing steadied he turned to his friend and was about to say something when he noticed that she had fallen asleep.

Not wanting to take revenge on someone not prepared to defend themselves he decided to take in the local scenery. Which for where they were wasn't much. Dry dusty terrain as far as the eye could see. He counted as the telephone poles went by, it was almost hypnotic to watch.

As his eyelids began to close he suddenly felt a slight pressure on his shoulder, which woke him up. He turned his head to find that Gwen was leaning on him in her sleep. He was torn between waking her, moving her, and just letting her stay there. In the end he just let her be. For some reason he felt at ease... he also felt something akin to fear, it made his heartbeat faster.

"if she wakes up like this she's gonna kill me." he said silently.

Needless to say he didn't get any sleep on there trip.

* * *

the forest was dark and silent around them. From there position they could see the well lit mansion at the edge of the lake. Ben moved closer to the tree line and beckoned for Gwen to follow. As the two of them moved forward Ben could see there objective. On the other side of the main building, there was a small rusted old RV.

"Ben this is suicide, those plumber guys are on guard mode maximum." Gwen whispered into his ear, causing the hair on the back of his neck to stand on end. He shivered slightly.

"i know, someone crashed the wedding earlier. All we have to do is make it to the trailer and then I can explain the situation to grandpa... or myself. I think I'd believe me." he said a little unsure of "himself"

after they had departed from the bus, Ben had to get his bearings. They had walked around for a while until he had seen a store that they had stopped into on the way into town, when he had first visited. He entered and asked about the hotel and the wedding party. The clerk had looked at him strangely but answered his questions honestly. The young boy figured the guy was starring at him was because he had been in there only hours before...but two years younger.

When they had gotten there answer it had still taken them a couple hours to make it there on foot. The two of them silently thanked Tammy for their snacks.

As they approached their destination, they had noticed that something was up, unlabeled black cars were coming and going down the street every so often. It was then that Ben had remembered the unusual incident that had occurred during the wedding, and that the wedding itself was a little unusual. The two people getting married were not both human. The bride was an alien species that the plumbers usually referred to as "sludge-puppies." most of which were evil, malicious and many other incriminating words. However if memory served, the bride was a nice person. Her parents however..not so much. As they continued on Ben had explained the whole situation to Gwen. Who only had one thing to say.

"You forgot to mention that both sides of the wedding are packing heat with an itchy trigger finger." to witch the young hero could only shrug.

As they stealthily made there way to the RV Ben knew so well, he could hear music coming from within. And that meant he knew exactly what was going on inside,He suddenly turned to Gwen.

"you cant look inside there." he said deadly serious.

"why not?" the witch asked him with questioning eyes.

"just don't look until I say so...please." he begged. For her part Gwen just shrugged and nodded.

As they made it to the vehicle they pressed there backs up against the side, careful not to make any noise. Ben motioned to Gwen to stay put, as he pulled himself up to the window. He had expected to see what he had experienced two years before. He expected to see himself trying to learn to dance miserably, which would ruin the next evening when he would dance all over the flower girls feet. However something startled him, and he shot back down to where Gwen was crouched.

"What are you doing?" Ben said in a whisper-yell. Gwen could only look at him confusedly.

"I didn't do anything." She defended in the same way. Ben suddenly reached out and grabbed her arm. She was a little alarmed at first. However she realized her companion wanted her to see something. As her head cleared the bottom of the window her eyes nearly popped out of her head.

"No, what are you doing...HERE?" Ben said accusingly. the scene before them was almost as Ben had remembered it. Accept he wasn't alone, inside the RV helping to teach him to dance... was Gwen.


	19. Wedding Crashers

I think therefore I don't own Ben10

Opposing Sides

Act 2

Chapter 19

"Why are you here." Ben said almost breathlessly. "I had never met you before that day at the museum... so why are you in there." he said turning to face Gwen. They had both collapsed to there knees outside the RV after getting a good look at themselves.

"We must be in a parallel universe, instead of in the past." she said more to herself then to Ben. "That has to be it. But why would I be here" again she was really talking to herself.

"wait so your saying were not in the past, even though the wedding is still taking place... and I can see the younger version of myself through that window." Ben said trying to keep his voice down. " it seems like the past to me, everything is like I remember. Accept for you." he sidled closer to Gwen. "Wait you said you knew a way to get us back if we were sliding between dimensions, right." as he said this, there were voices from inside the trailer, then a thudding sound.

"No I said that I knew slightly more about inter-planer travel as apposed to temporal displacement." she whispered back. "though I do have some theories on how we ended up here most of them are pointless unless there was a way for the energy be refined, and I don't remember there being a vessel big enough to control and release that amount of power." Gwen looked at Ben in the darkness. Though he was only a foot or two away it was still hard to read his expression.

"what do you mean by vessel?" he asked rather sheepishly, Gwen cocked an eyebrow at him as she explained.

"Something like the alter of Bizel, it was designed to hold that massive amount of energy and convert it so it could be placed inside a human body. When you took me off the alter you stopped the flow from me to the alter so the energy would have dispersed naturally. That however would have killed all of us. Since the raw energy would just tear through everything, something was there that absorbed the power and refined it before sending it back out." the young witch explained quietly.

"Would say... a giant crystal..oh, about the size of a man, be able to do that." Ben said trying to sound as innocent as possible. Gwen narrowed her eyes and moved closer to the boy.

"Yes...Why?" she asked suspiciously.

"Well the alien that turned into when I saved you was Diamondhead, he is a giant living crystal." He explained calmly. Gwen looked into his eyes for a few moments and considered what he said, before deciding not to hurt him.

"thats most likely it." she said with finality. " when you turned into that thing and absorbed all the magic that was flowing through me. With you being a crystal and all its like you became a object of power yourself. The energy you emanated most likely is what saved me, it was what healed my wound. The only downside to it is that as an object of power on a prominent Ley line with a previous resonance with the mirror of Bizel you basically sent all the highly refined energy back to the mirror causing a dimensional tear." her voice became more soft near the end of her explanation. She sat staring out at the forest around them and sighed. "see you really did save me." Gwen said as she purposefully leaned on Ben's shoulder.

The young hero looked down at her but he couldn't see her face. As he leaned over to get a better look the lights in the RV went out and it became impossible to see anything. Ben was about to say something when Gwen spoke softly.

"i don't know if I've said this yet, but..." it was barely a whisper. " thank you."

"are you crying?" Ben asked inquisitively. To which Gwen suddenly and violently nudged him with her elbow.

"way to ruin the moment dweeb." the young girl said, but she remained leaning against him.

* * *

As the two looked down at where the wedding ceremony was being held Gwen explained the plan once more.

"alright. So we wait for the brides parents to reveal there true intentions, then you turn into Heatblast and jump in to help. While I back you up from somewhere unseen. Once the parents, and their goons are taken care of we use the fact that we helped them to make sure they don't attack us on sight." She said trying to get Ben's attention. "Then we explain the situation and ask for there help." the witch said finishing up the details of there plan. When Ben didn't answer she poked him in the shoulder. "hey do you got that." Gwen said expecting an immediate answer.

"Yeah yeah, I got it." he had heard her. He was just having a hard time facing her. They had stayed the entire night sitting against one another. Ben had felt that same...almost fearful feeling the entire time. It made it hard to breath. When they had woken up everyone was getting ready for the wedding, and he had found Gwen practically wrapped around him. He had managed to wiggle his way out of her grip and make it to one of the caterers tables and without being seen, he borrowed some breakfast.

After Gwen was fully awake they began to formulate there plan. It mostly consisted on earning there counterparts trust, that and hoping that the ten year old Ben wouldn't freak out and attack himself.

Suddenly the father and mother of the bride began there assault on the "Tennyson family" near the lake.

"alright, lets do this." Ben said turning to look at Gwen for confirmation. As he pressed the dial on his wrist down, his friend noticed something strange in his eyes. It never touched his lips or his voice but it was tangible none the less. It was fear, she knew it was because of what happened during the ritual. To not be able to save someone was the only real thing that scared him...that and clowns.

There was a bright green flash, and Ben Tennyson was transformed into an alien hero. As he got a look at himself he cursed his luck. Gwen being both concerned for him and confused tried to take his mind off of things.

"That doesn't look like something one would call "Heatblast"" she said staring at his new alien form.

"Thats because its not....This isn't going to go well." the young boy turned alien said as he saw the battle going on down near the alter. "this thing is out to get me I swear."Ben said as he cursed the Omnitrix. He then began running to the fight and motioned for Gwen to follow.

Ben Tennyson was fighting for his life against Two very large Sludge beasts, his grandfather and cousin were also at odds with one of the creatures. The young boy was in one of his most destructive forms, Heatblast. Though he couldn't seem to get the upper hand, on his gelatinous enemies.

"two against one. Sounds a little uneven to me. Your gonna need a lot more than that to beat me." the cocky child said, as he shot a flaming ball of magma at the closer sludge. However instead of making contact with its target. The monster suddenly opened a hole in its body and the ball passed through harmlessly. "i didn't know they could do that." he exclaimed as one of the goo beasts suddenly turned a tendril of its slime into a sledgehammer and proceeded to attack.

"would you stop goofing off and help" His cousin yelled at him as she shot a volley of blue energy bolts at what had once been the waiter. They barely made a scratch on it as the creature moved in for an attack.

"hey I'm fighting two over here, lets see you do that." as Ben turned his attention away from his enemies, he was hit squarely in the chest by a massive spike ball that one of the Sludge puppies in front of him had produced. He was sent reeling, however just as he was about to be thrown into the forest away from the rest of the fight something suddenly caught him. As he recovered from the blow he looked up at his savior.

"VILGAX" he said as his body suddenly let out so much heat that the larger alien was forced to let go.

"No, I'm not Vilgax, you just have to listen for a sec..." but before the squid headed alien could even finish his sentence two balls of fire were sent his way. "listen matchstick I don't think you want to fight me while your family is in danger over there." hulking newcomer said, pointing to the rest of the fights participants. "I'm here to help"

Ben took a moment to consider this, this might not be Vilgax. If it was he would have started off the conversation with "TENNYSON...or GIVE ME THE OMNITRIX". He did look familiar for some reason, However he was of the same species as Vilgax, and unfortunately for him the evil alien warlord had already ruined there first impression. After taking a second to think he shook his head.

"alright, I have more important things to attend to anyway. But you make one wrong move and ill kick your butt" the fire-powered kid said as he ran back to the fray. The Large green alien simply shook his head, and rolled his eyes.

The battle by the alter had escalated. The Three Sludge monsters had fused together and were now relentlessly attacking anyone within reach. Gwen tried to hold it off by throwing large chunks of earth at it but no matter how much she whittled away at the monster it didn't seem to have any effect.

As one of the slime tentacles was about strike her, a wall of stone suddenly erupted from the ground absorbing the blow. The young sorceress who had expected to take a short flight, looked around for what had caused that. However before she could find who had helped she saw something terrifying. Vilgax was here and he was chasing Ben out of the woods. She yelled to warn him.

Ben LOOKOUT!" she cried as she sent a rock hurtling toward the alien overlord. When she yelled the strangest thing happened. Both of the aliens running reacted to the call, each narrowly avoiding the boulder. As her cousin made his back to the wedding area the giant amalgamation of sludge monsters suddenly engulfed him. However instead of the triumphant looks the monster should have had it suddenly started to scream and trash as every part of it began to harden under Heatblast's scorching power.

As Ben emerged from the solidified beast he looked back at his handiwork. The symbol on his chest started to beep and with a red flash he was back to his ten year old self.

"thanks for the centerpiece, its going to look great at dinner." the bride said jokingly. However as she said this, what appeared to be Vilgax stepped out from behind the statue.

Max, Ben, and Gwen all took up defensive postures.

"What do you want squid face." Gwen said as she readied some energy in her palms.

"Vilgax I didn't know you had stooped to being a wedding crasher." Max stated calmly as he aimed an energy pistol at the green alien.

"Careful guys, I'm not sure he is Vilgax. He hasn't said word one about the Omnitrix since he arrived, and he helped me out back there." Ben said looking at his useless watch.

"you should listen to him." the alien said in a rather friendly way. " hes a smart guy, who knows what hes talking about." it said as if trying to convince them.

"I'm not taking any chances" Max said as he fired his energy weapon at the large green alien. However instead of dodging or moving to block it just stood there as the beam got closer, and just as it was about to hit, a solid wall of magical energy blocked it.

"Gwen! What are you doing." both Ben and Max said at the same time.

"it wasn't me" she said trying to defend herself.

"oh yes it was."

"but you just said you didn't." Ben turned to look at his cousin, and stood slack jawed at what he saw. Standing not four yards away was another Gwen, but she looked different somehow. Older was the first word that came to mind.

As the three Tennyson's maneuvered to face both foes at once. The alien adversary spoke once more.

"I already told you, that we are not here to hurt you. Actually we need your help." it said raising its hands in a placating manner.

"Why is there another me?" the younger of the two Gwens said finding It hard to look away from herself.

"like I need a second Gwen around, because One wasn't bossy enough." Ben said looking back and forth in between the two.

"Grow up, Ben." both Gwens said with annoyance, at the exact same time.

"make me" Ben said, however at the same time the Vilgax like alien said the same thing as well.

"wait a minuet." the younger Gwen said. "if thats me." she said pointing to her older variant. "then that" she pointed at the alien. "must be you." she said pointing at Ben. The older Ben let out a sigh of relief, and turned to the older Gwen.

"thank god you were smart when you were ten." the alien said as the small omnitrix symbol on his back blinked red and he returned to himself once more. "that could have taken a while if it was just me and grandpa." he said pointing at the two mentioned. He turned to face them. "no offense."

"None taken." Max said as he walked over to the older version of Ben. "So. Whats going on. Have I finally gone senile."

"Not yet, but you might after we explain everything to you." the older Gwen said as she walked over to stand next to Ben.


	20. Let Me Get This Straight

I don't own Ben 10. I don't own it in a box, or with a fox.

Be ready to be confused. Names changed and whatnot to keep the characters from being confused for one another.

Opposing sides

Act 2

Chapter 20

"let me get this straight." Gwen said staring at her younger self. "You two are cousins." she said flatly.

The younger Gwen then pointed across the table at the older children. " and you two aren't" she said slightly confused. "so you don't come from the future." she said looking to the older Ben. Who simply shrugged at her.

"i guess not, we're certainly older than you but we cant be from the same time line, or we would be related. Gwen said that we come from another dimension." the older Ben said pointing back and forth in between himself and the Gwen sitting next to him.

The two older variants had explained everything they could about there situation. Mostly that there was an accident and they ended up in this dimension. After hearing the kids out Max and his grandkids decided that they could lend a hand, Max also called Tammy to let her know that the kids were alright, and told her he would be by one day to repay her. After the wedding reception they had started on the way to there next destination, taking the two sliders with them.

"Alright," the younger Gwen said. "From now on you two can be Benjamin and Gwendolyn." she waved her hand to indicate the older variants. "and we will just be Ben and Gwen." Gwen said looking at the older pair.

"Why do I have to be Benjamin." the older variant said as he slumped in his chair.

"Cuz your older, thats why." Ben said rolling his eyes at Benjamin. After a moment of staring at each other Ben spoke up again. "So if your not related, how do you two know each other." he said looking at them expectantly.

"yeah, how do you two know each other." Gwen chimed in. Benjamin looked like he was about to say something when Gwendolyn cut in.

"We met at a museum. I was with my stepsister, getting a souvenir when we happened to bump into each other." she said trying to avoid a certain conversation. However Benjamin wast going to let that happen.

"and she fails to mention that the souvenir was museum property." he said, looking over at the older girl. " and that by bumped into she means kicked me in the stomach." he was almost laughing now.

"WHAT!?" everyone else in the RV said suddenly turning to Gwendolyn. Even Max who was driving had to take a peek back at her.

"Jerk." the older witch said as she punched him in the arm. Not hard enough to bruise but enough to hurt. "why would you go and tell them that." she said incredulously.

"Well its not like your going to do it again, so I figured they ought to know. Gwendolyn." he said the last with a mocking tone.

"Fine you wanna play it like that, Benjamin its fine by me." The older girl turned to the younger children. "Did you know that Benjamin likes to pick out drapes, and knows what styles are fashionable for fall." She said deviously.

"Hey thats out of context. You have to tell them the whole truth. That makes me sound too weird." Benjamin defended himself.

"You brought it on yourself, doofus." she said glaring at the older boy.

"Well you omitted the truth first." he glared right back at her. They stayed like this for approximately two seconds. Before they both started laughing.

The two cousins sat transfixed. It was definitely the most weird thing they had ever experienced. Gwendolyn turned to look at them. She had a somewhat resigned look on her face, like she didn't want to say what she was about to.

"alright I robbed that museum, but I had a good reason...well a reason anyway." she said, sounding more melancholic with each word. "i wanted to see my parents again." she said taking a glance over at Benjamin, who looked back with both sympathy and empathy. She sometimes wondered if her thoughts still lurked inside his head. "They both died and I ended up living with Charmcaster and Hex....let me finish." both of the younger kids looked ready to yell so she had stopped them preemptively.

"Anyway. We were Taking these artifacts from museums to preform a ritual, it was supposed to give you enough power to do anything, even bring back lost loved ones. but if you know those two... well they don't like to share. So they decided to use me as a sacrifice for the ritual." Gwendolyn heard a subtle intake of breath from next to her. Benjamin had that look on his face again. The fear of losing someone. "anyway Ben...jamin." she corrected herself. " jumped in and saved me just in time. But he messed up the ritual and because of varying circumstances we are here." she said wrapping things up.

The two younger children, could only stare at her. They both looked as if they wanted to say something, but couldn't quite figure out what it was. After a moment they seemed to come to some silent agreement.

"So how do we get you guys back home." Gwen said trying to change the subject. It appeared that that wasn't the whole truth but it seemed like a touchy subject to the two of them.

Gwendolyn seemed happy to change subjects. "Well first we need to find The mirror of Bizel in this world, if it exists." she suddenly reached out and grabbed Benjamin's arm. "This guy here has resonated with the mirror in our world witch is one reason we were transported here. We need to find it since we come from another space time. If he can resonate with the mirror in this world then all we need is something with enough force to tear a hole in the dimensions." she said as if she was explaining how to prepare some recipe.

Ben sat completely confused. He looked at his older self to see if he had understood what was being said. Benjamin however didn't seem all that fazed by it. When the older boy noticed the younger boy's confused look he put everything in laymen terms for him.

"It means we find the mirror, get me close to it, and hit it with a big energy blast." He said very simply. His younger variant nodded excitedly.

"Well the mirror shouldn't be too hard, we can just check online for the location. But how are we going to get enough energy to make a tear in the dimensions, thats hardcore magic." Gwen said looking to her older variant. "it would take....well what you described earlier. A whole ritual and most likely a sacrifice."

"I'm not sure. Ive been thinking about it since Benjamin..heh... since he told me about his aliens, maybe one of them has enough power." she laughed slightly at his full first name, as she looked to him.

"no way. So far as I know the only thing that even comes close is Victors electromagnetic voltage, and even then I don't think its nearly enough." he said shrugging. "Graymatter might be able to come up with something, but I'd like to save that for a last...last resort." he said sounding uneasy. "usually when I make something as Graymatter It has a tendency to blow up in my face. I don't need something that can tear through dimensions blowing up in my face." he said with look that said he was imagining just what that would be like.

Gwendolyn giggled slightly at the look on his face, that and her own mental image of the tiny alien hero trying to do anything. Gwen however looked at her older counterpart strangely for a second before her grandfather interrupted, he turned his head slightly.

"I think I may know something that you could use." he said keeping his eyes on the road. Everyone looked at him expectantly.

"What!?" Everyone questioned at the same time. Then Max actually turned to look at the group of children.

"A Null Void Projector." he said with a smile.


	21. Getting to Know Me

I have just been informed by local law enforcement that I don't own Ben 10, and I have the right to remain silent.

Opposing Sides

Act 2

Chapter 21

After Max mentioned the Null Void Projector, as a viable option for the method of punching a hole in the dimensions, everyone but Gwendolyn agreed that it could work. it may not be powerful but it opened a hole to the null void, so it might be able to open holes elsewhere. The older girl had never seen one in action before, so she had no clue what they were talking about. The only problem with this plan was that the Null void projector that they had with them was broken beyond repair, and that meant that they would need a new one. Max offered to try and track one down using his old information network with the plumbers, although it would take some time.

He suggested that in the meantime, they spend a little time getting to know themselves. So he dropped them off at the local mall, so he could go check out some possible leads. The children had split up into two groups each choosing to go with there alternate selves.

"So whats it like being related to Ben" Gwendolyn said to her smaller variant, as they made there way into the bookstore.

"Its infuriating, he never listens, cleans, bathes, or any of the other ten thousand things that normal people do." Gwen said as she began looking for the non-fiction section. "also he has a tendency to want to play pranks on people, especially me." she huffed as her eyes began to look at the shelves around her.

"But you don't hate him right, I mean he's your cousin. You must get along sometimes." Gwendolyn said as she too began to look through the plethora of books around them.

"No I don't hate him...but don't tell him that." Gwen said picking up a book and skimming through it. "he may be annoying but he does have his moments, sometimes we have a nice family moment... then he has to go and say something stupid." she said putting the book back.

"I know what you mean, Ben, I mean Benjamin has the same problem." The older girl grabbed a large paper back book from the psychology shelf. "that and he has a habit of calling me a villain... so I put a curse on him. I can cause him to have a fit of hiccups if he says it again." she chuckled.

"Can you teach me that curse, maybe I could get Ben to shut up every now and again." she pleaded with her older self.

"I'm not entirely sure I should. Its technically dark magic...curses are dangerous. If the emotion your using as the trigger, like my annoyance at him calling me a villain, becomes to strong it can have adverse effects on the subject." Gwendolyn said as she read the introduction to the book in her hand. "Plus I don't think your grandfather would appreciate it, and Ben would hate me." she finished the introduction and set the book back on the shelf.

"alright...ill forget about it." the younger variant crossed her arms in defeat. "if you tell me what your hiding." she said trying to strike a bargain.

"What do you mean...what I'm hiding." the older witch looked at her younger self and taking a domineering posture.

"when you were talking about the museum and the ritual you seemed to be leaving something out. I just want to know what." Gwen said staring directly into Gwendolyn's eyes. "Even Benjamin seemed leery of the subject." she wasn't about to back down.

"Its not that I want to hide it its just that its kind of a touchy subject." the older girls eyes filled with resignation. "but, I don't think I want to hide it from what is essentially myself." she motioned for her younger self to sit in one of the reading chairs in the corner of the store, and she took up one directly across from it.

"Okay first of all...i accidentally caused a magical anomaly that put a clone of my brain into Benjamin's." she said beginning her explanation. "oh, and put him into a coma for about two weeks." she said it like it was no big deal.

"What... and he still talks to you." Gwen was shocked, if she was him she would have been furious.

"Well it was only after I saved him from being hit by a bus." Gwendolyn pointed out quickly. "however after he woke up the mental clone in his brain started to get stronger, so he sought me out to fix it. After he found me we talked for a while and I found out that it was because of the magical artifact at the museum that my sleep spell had this effect." She paused for a moment to let her younger self take in the information.

"Then what, did you go and fix him." The younger witch said looking to Gwendolyn expectantly.

"No, even though his condition was worsening, I asked him to wait two more days. So I could preform the ritual, and see my parents again." the older girl said, not looking very proud of herself. "i should have helped him then but I just felt so alone, you know. Charmcaster and Hex while excellent teachers...they lacked any interpersonal skills." she paused, it looked like Gwen had something to say.

"So you asked him to wait on this worsening clone brain thing. Did he throw it back in your face." the younger girl asked.

"No he promised he would wait two days and then he would break the spell on himself." Gwendolyn said somewhat shocked herself. " it may have been the feelings or thoughts that were implanted in his mind that made him say yes, in any case he lied anyway." she said sitting back in her chair.

"Why would he do that?" Gwen asked.

"to save me from myself." Gwendolyn looked at her younger self seriously. " Which he did. Hex and Charmcaster had turned on me, they decided I was going to be there virgin sacrifice." her face held a sour expression as she remembered the betrayal.

"Let me guess, Ben burst through the door all knight in shining armor-ish. You know just in the nick of time, and interupted the highly sensitive ritual which exploded in his face sending both of you here." Gwen said full of confidence.

"see thats whats bothering him... he didn't get there in time." The older girl said deadly serious. "they did sacrifice me." she waited for her companions reaction.

"WHAT? He didn't make it in time....he always makes it in time." Gwen said incredulously, as a clerk near the front of the store shushed her. Trying to keep her voice down she continued. "Wait that means...how are you still here." she said looking somewhat fearful of her older self.

"like I said Ben saved me, and stopped the ritual. His alien form, some crystal guy, happened to be able to absorb the magical energies. They healed me and opened the rift to this dimension." Gwendolyn slumped in her chair. "however its something I don't think you should mention to Benjamin. Thats why he reacted while I was talking about it. Apparently after we went through the rift, he thought I was going to die...and it broke him a little." she said remembering the look on Ben's face when he had first seen her awake after the incident.

"So its a traumatic experience for him... I wont mention it to anyone, but I'm glad you told me, I'm gunna have to make sure Ben never goes through anything like that." Gwen said with determination.

After Gwendolyn was done telling her story the two dimensional variants sat for a long while in silence, until Gwen decided to break it.

"Do you like him." she said flatly.

"WHAT?" the older girl yelled, as the clerk shushed them more fervently.

"I've seen how you two interact. I mean you laughed at some of his jokes...the way you two argue, its not like the way me and Ben do, you guys do it with less anger and with more playfulness. That and I saw you looking at him a couple of times...like I would look at someone I like." she said sounding both disgusted and apologetic. "that and you two aren't related." she said finally.

"what are you talking about. Hes obnoxious, hard headed, immature, and a doofus. Not to mention the fact that he broke his promise to me, even if it did save my life!" Gwendolyn said defensively. However she considered the boy for a moment. "Though...he did cry for me. When no one else would or could, he cared enough to cry for me. Thats more than anyone has ever done for me besides my parents." she said her Cheeks blushing bright red.

"So..do you like him." the younger girl asked both wanting and not wanting to know the answer. Gwendolyn looked at her askance.

"Maybe a little."

* * *

"so if we touch, would we do that thing from the movies where we turn into a blob and melt."Ben asked excitedly

"No, we don't have to worry about that. I asked Gwen about it before we made it to the wedding, and that only works if were from different times...since were from different dimensions it shouldn't matter." the older Ben said informatively. " yeah I guess it doesn't really work since your cells are always being replaced. So since we don't have the same outer cells, like on our skin, it doesn't matter if we touch since the cells aren't the same." Benjamin looked down at his younger self. "or something like that."

" You've been spending to much time with that brainiac. I guess no matter where or when she comes from Gwen's always going to be a nerd." the younger boy said poking fun at his cousin, as the two made there way into the game store.

"Well you know, its good to have someone around who knows whats going on." Benjamin said nodding to the shopkeeper as a hello. " And you've had Gwen around since you were little. I had to figure out lots of things on my own that I bet you just asked her about." he said cocking one eyebrow at Ben.

"yeah I guess so. Shes just so bossy sometimes, and acts like shes better than me." the younger hero said as he began sifting through a bargain bin. "Ben, clean up, Ben take a shower, why don't you study more, why don't you ever take anything seriously. She never gets off my back, so I play pranks on her as revenge."he said with a devious smile.

"don't you think thats just her way of caring." the older boy said sidling next to his younger variant, to check through the bin.

"Your just saying that because you never grew up with a Gwen." Ben said picking up one game to look at. "But your right its just her job as my dorky cousin." he put the game back, and decided to check the new releases.

"so what was up with you anyway." the younger variant asked suddenly remembering his counterparts behavior earlier that day. "You got this look on your face like you were remembering something terrifying...like clowns...you are afraid of clowns too, right."

"Yes I am...but who isn't." Benjamin said with a slight shiver. "that look was because of that ritual, it was a lot more gruesome than Gwendolyn...heh...let on, and it was just altogether unpleasant." he said trying to end the discussion. However his dimensional variant seemed to have even less tact than he did.

"so what we see terrible stuff all the time. Monsters, magic creatures, horrible aliens, plus we get beat on all the time. What could be worse than all those." Ben said as he stopped in front of the newer games. "I mean its not like anyone died." he said in an offhand manner. When he didn't get a response from his older self he turned to see what was going on. Benjamin was doing his best to look elsewhere.

"Right..." The older boy said weakly "no one died..." he said still not looking Ben in the eyes. "but they came close, it made me realize how easy It is to lose the people you care about." he said softly, as he thought of Gwen and that horrible experience.

"what did you just say." there was a lot of noise in the store so Ben wasn't sure if he had heard right.

"I said... it's unnerving coming so close to losing a fight." he said as his cheeks turned red. He hoped that his younger self hadn't heard him, and breathed a sigh of relief when Ben just shrugged and picked up another game from the shelf.

"i guess so." the younger boy said noncommittally. As he browsed the game collection, he suddenly had a thought. "whats your record as XLR8, mine is five minuets." the young boy said proudly.

"what record."Benjamin said looking at him suspiciously.

"Gwen was wondering how far and fast I could run as XLR8, so it took five minuets to cross the continent." Ben said beaming. "but I was wiped afterward."

"THATS AWSOME"the older boy said "i wish I had had someone to challenge me to that one. Ill have to try that sometime." Benjamin said scheming.

"hey would you show me some of the new aliens that I don't have." the younger boy said in pleading tone.

"i don't know about that. Wouldn't you rather find out for yourself when you get them." he said questioningly to Ben, who only raised an eyebrow at him.

"Would you?" his younger variant said already knowing the answer.

"alright then lets go." Benjamin said as they marched out of the store. "wait until you see Waybig."

A/N: Askance: with a side glance; sidewise; obliquely


	22. Byproduct

I don't own Ben 10. and now on with the show.

Opposing Sides

Act 2

Chapter 22

"Whats taking them so long." Gwen said looking at her watch. After the two girls had left the book store they had gone to take a look at clothes for a while. When they didn't find anything they liked they decided to go wait in the predetermined meeting place. However they had been there for about an hour and there was little indication that either Ben was going to show up. "There probably goofing off somewhere, while we wait here bored out of our minds." the younger girl said looking to her companion.

"There probably just lost." Gwendolyn said as she sat down on a bench near the malls center. "With both of them together they may never be found." she said as she stretched her arms.

"Wouldn't that be nice." Gwen said taking a seat next to the older girl, as a devilish smile touched her lips "Though that means you would lose your boyfriend." she said making a gagging gesture.

"I said, maybe a little....MAYBE" The older girl said slightly nudging her younger self. "Can't you let it go." She pleaded.

"No way, its to bizarre. Even if its "Maybe a little" its still hard to imagine. I mean hes Ben...even if hes a little older." Gwen said said with a revolted look on her face.

"Well I didn't grow up with him like you did. I'm sure if I had things would be like they are with you two." Gwendolyn retorted, becoming slightly defensive. "besides, I'm pretty sure that once we get back to our world I wont see him much after that anyway. So it doesn't matter." the older witch turned away from the younger girl.

"what do you mean?" Gwen asked eying her older variant questioningly.

"i mean that when we get back I have no where to go, ill most likely end up in some kind of foster care far away from him anyway." Gwendolyn said, there was a hint of distress in her voice.

"Maybe you should tell him then." the younger girl said trying to help her....self. "if you might not see him again after you get back."

"Thats a terrible idea. I'm not going to tell him and thats final." as Gwendolyn was about to go on about how bad an Idea that was someone spoke up from behind.

"Tell him what?" a small voice said.

The two girls looked behind them to find Both Bens standing behind them. Well the younger one was standing, the older one however was sitting precariously on Ben's shoulder in the form of Graymatter. Both girls eyes went wide, as there brains tried to come up with a suitable answer.

"We weren't going to tell you... about the...awesome ice cream place we found... as punishment for showing up so late" Gwen said putting on her most convincing look of disapproval. "Why are you Graymatter?" Both girls asked at the same time.

"i was trying to show him Waybig. Don't worry, thats what took us so long we had to get away from populated areas...but it didn't work." Benjamin said jumping down on the bench in between the two girls. "i know I say it all the time, but sometimes I think this thing has a mind of its own...and what ice cream shop, I'm hungry." the small gray alien.

However the girls were saved from answering by screams from one of the upper floors of the mall. As the scream subsided something came crashing down in front of the children. Panic ensued.

"Aww, man why does this stuff always have to...happen...to us." Benjamin said from his place on the bench. However when he got a better look at what had fallen he found it hard to think. He suddenly grabbed his head, as the Omnitrix emblem on his back began to blink between red and green. There was a sudden flash of light and practically pushing the girls off the bench sat a strange alien creature. It was sort of awkward looking, it had a large white body and small eyes. Across its back and arms it had strange looking pads that seemed both soft and durable at thee same time.

"Cannonbolt?" the rest of the children said with the same inflection, As the alien suddenly rolled up into a ball, using all of the strange pads on its body to cove it completely. It then began to peel out and shot forward, ricocheting off of a display and up to the next floor of the mall. The rest of the children were left completely confused.

"How did he do that...i thought that even he couldn't change more than once." Ben said looking to the upper floors. It was then that Gwendolyn looked down and got a good look at what had fallen in front of them. It was one of Charmcaster's stone guardians.

"We have to stop Ben. Benjamin...whatever." she said, her voice held a slight inflection of panic. "He might do something really stupid." the two cousins looked at her confusedly.

"what do you mean...stupid." Gwen said eying her older self.

"well he had a severe traumatic experience, it was Charmcaster who stabbed me. He must still be effected by that event." she said hurriedly, as she began to cast a levitation spell. " we need to stop him fast, he didn't seem like himself." she said motioning to the others to follow, they started running after the older girl.

"Its hero time!" Ben yelled as he slapped down the control mechanism on his wrist.

* * *

Charmcaster, couldn't believe how well everything was going for her. Since she had escaped from the maximum security juvenile detention facility, it seemed that she had avoided going In the same direction as that troublesome family. However after a while she had run out of funds, and was now rectifying that problem by "asking" the local shopkeepers to "donate" to her charity.

"Now if you would be so kind as to place your donations into this bag." the evil witch said as she held her Bag of tricks out to the people lined up in front of her. They stood at complete attention.

After one of them had gotten lucky and caused one of her guardians to fall over the side of the railing, she had been holding him upside down, with a number of guardians surrounding the remaining store owners.

"Thats right...just place it all in the bag and we can all..." As she was about to continue her generic robbery jargon, someone called out to her.

"Charmcaster! Get out of here." the witch would recognize that voice anywhere. It was often accompanied by a ten year old brat with a tacky looking watch.

"You two again. I can never get away from you can I." Charmcaster said as she turned to face the heroes she knew had come to stop her. However before she ever made it halfway round she was hit squarely in the back, by something heavy, and fell to the ground. While she was there she heard the female half of the hero duo say something strange.

"Ben you make sure those people get out of here, Gwen you take care of Charmcaster." Gwendolyn said to the two cousins.

When Charmcaster looked up from her position on the ground she was confused. There were three brats now, and the new one looked exactly like Gwen... but older. The other Tennyson brat was one of his alien freaks, some short looking thing with stupid looking fins on its head. However at the older Gwen's order. It suddenly split up into multiples of itself and began to attend to the injured or captured. This all raised one question in Charmcaster's head. Who had hit her?

"Alright you little runts. I don't know whats going on here." she said as she tried to stand. "But Im going to.." before she could say another word she was struck from behind once more. The sorceress barely managed to stay standing. As she recovered from the blow she saw the strange rolling alien come to a stop and unfurl. It turned to look at her.

Charmcaster was both confused and slightly unnerved. First of all there was a second alien creature about.. that wasn't the child she was used to. And secondly it was looking at her with a strange empty expression. However even in its emotionless face she could sense something coming from it. Whatever it was she didn't want to know. As she was about to start throwing some spells at it The older Gwen's voice called out to her.

"Charmcaster. I said get out of here." Gwendolyn said as she turned to her younger variant. " I don't care what you have to do. Just make sure she gets out of here." the older of the two Gwens said before getting back to business.

"And why should I listen to you. You little brats need to learn your place." the guardians around the room sprang to life and began to go for the heroes. It was then that Charmcaster heard what sounded like a tire peeling out. Before she could even react she was sent flying into a nearby shop. After a few moments she came stumbling out of the boutique. "alright whats up with.." but again she was toppled over by the rolling yellow alien. The now very sore witch slowly rolled over onto her back, and saw the creature plummeting toward her far faster than she would have liked.

As the ball of death came at her she found herself slightly regretful of the life she had led. It almost made her feel bad...almost. However instead of being turned into paste like she had expected, something suddenly grabbed her and moved her out of the way. Two tenths of a second later and she would have been crushed.

"Gwendolyn said you need to get out of here, I agree. Hes not trying to catch you... hes trying to destroy you." Gwen said as she pulled the limp sorceress away from the battleground. "oh, and don't think I like doing this." She continued as she tried unsuccessfully to move Charmcaster any faster. "Get over here dweeb and give me a hand..or four." The youngest sorceress said to her cousin.

Two of the smaller alien creatures stopped escorting people away and split into four. Two of the aliens continuing to help the bystanders and two going over to help Gwen move Charmcaster, who was almost completely out of it.

"aww man why, do I have to listen to you and Gwendolyn." one of the aliens said. "yeah why." the other one seconded.

"because as ditto you could split up and help me carry, and escort the bystanders, plus she is older." Gwen said sounding annoyed. There was a sudden crackling sound back where Benjamin and Gwendolyn were. When the two cousins turned around they saw something astounding. There was a large orb of energy sitting in the middle of the floor. Caught inside of it was Benjamin as Cannonbolt.

He was rolling around inside of it so quickly it seemed that there was a solid yellow ring inside. As he continued to gain speed inside of the orb Gwendolyn tried talking him down.

"Ben, You have to snap out of it... thats not the right Charmcaster." she said trying to maintain the spherical barrier. "She hasn't....well she has done bad things, but you don't have to destroy her." As the young girl watched the alien swirling inside of the orb an idea came to her. She slowly began to turn the orb so that the spinning alien in side was moving vertically, she then waited patiently. When the moment was right she let down the barrier and Benjamin was sent hurtling into the floor at an unfathomable speed. He hit so hard that he went straight through the floor, then through all the subsequent floors.

Gwendolyn jumped over the railing and down to the ground floor. There she found a modest crater with the rolling alien inside it. She carefully walked over as Benjamin unfurled himself, however instead of staying put, he was already trying to make it out of the crater. But before he could get anywhere Gwendolyn was already on top of him.

"BEN..STOP." she yelled as she sat on the aliens wide stomach. "Snap out of it." she yelled. Then she noticed the small omnitrix insignia on his forehead was still blinking in between red and green. As the unwieldy alien tried to get up Gwendolyn decided to try and calm him down a different way. She placed her hand on the insignia and began to channel some magic through it into Benjamin.

Whatever the spell was supposed to do...it didn't. As Gwendolyn was suddenly racked with pain.

* * *

When she opened her eyes she was in a completely black room. She looked around nervously. After nothing happened for a few moments she decided to try moving around.

"Ben....where are you!...where am I!" Gwendolyn yelled as she moved around in the black space.

"Thank goodness your here." a voice said from nowhere in particular, which made Gwendolyn jump a little.

"who's there!" she said suspiciously. The voice sounded familiar, however it seemed distorted..warped in some way. However instead of a voice answering her there was suddenly someone standing in front of her. It looked exactly like she did...but different. The hair wasn't the right length or color, she wore clothes that Gwendolyn wouldn't be caught dead in, and her eyes were completely white. "alright...i give up...whats going on." The sorceress asked in a strangely calm manner.

"Well when Ben saw that thing fall, once he recognized it something happened. Almost like post traumatic stress disorder. And that thing on his wrist activated because of his strong reaction to what he saw." The strange doppleganger said "and now he wont come out, saying something like "i couldnt save her." or something like that." it continued on. " and when I talked to him he just shouted that I wasn't you. I think I scared him a little." it looked at Gwendolyn expectantly. "but now your here, you can talk some sense into him."

"ok...but who are you." Gwendolyn said with great confusion.

"What you think that something as powerful as the mirror of Bizel's magic would just instantly disappear after it was broken." it said putting its hands on its hips. "I'm what he was calling the Mirror thoughts, you guys stopped them to late...I'm a byproduct. I have no actual power over Ben without the mirror from your world, in fact I can barely relay thoughts to him normally, but I could kick you out of here no problem." it said sporting a genuine smile. All Gwendolyn could do was stare. She had put this thing in Benjamin's head.

"So will you dissipate over time or something." she said pointing to the mirror thoughts.

"Maybe...i don't know." it said still looking way too happy. "anyway you have to help Ben, with that watch thingy in control he might hurt someone, its in defense mode or something." the doppleganger said taking a defensive pose for a second and then dropping it to show what she meant.. "i cant snap him out of it. If we could just get him to see reality... but his mind is stuck watching that ritual Over and over and over and over.."

"I get it." Gwendolyn stopped the doppleganger witch seemed to be stuck in a loop.

"Sorry about that, I was never completed so I have a lot of defects." it said with its happy grin. Which just Creeped Gwendolyn out...however it did seem to want to help.

"alright then...where is Ben." the young sorceress said looking from left to right.

"what do you mean where." the doppleganger said looking around "this is him." it said pointing around. "but if it helps you." the strangely eccentric creature suddenly made a move like a magician revealing his lovely assistant and there in the darkness with them was Ben. He was crouched down on the floor. "He cant seem to break out of that loop...he just sees that event over and over and...sorry."

Gwendolyn walked over to the scared looking boy. And knelt beside him.

"Ben...its alright. You saved me remember." She said in a soft voice. "You don't have to punish yourself like this." she put one arm around his shoulder and brought him closer to her. His eyes became slightly more focused as he felt her arm on him. "just let it go...and come back with me." she whispered to him.

The boy that she was holding looked up her and smiled. A moment later he vanished into thin air.

" Thats not fair. I tried forever, and still that little guy wouldn't listen to a word I had to say...think....something." the awkward doppleganger said approaching Gwendolyn. "he should regain control of himself now, at least I think he should." it said giving its now signature smile.

"so how do I get out of here." the young witch asked feeling slightly awkward to be talking to something that so closely resembled her, like young Gwen did, but who's personality had been warped.

"Oh I can handle that, remember I said I could kick you out of here no problem." and before Gwendolyn could even respond she was...

* * *

Awake and straddling a very confused looking Benjamin, who had returned to normal. They sat looking at each other for a moment, both too confused and too focused on the other. Until there was a coughing noise from somewhere to the side. Gwendolyn jumped off of Benjamin and looked to see who was there.

"Soo.....what was that all about." Ben and Gwen said, looking both confused and a little embarrassed. It was awkward to watch what was essentially themselves sit there on top of one another with someone ...who was essentially there cousin.

"nothing." Gwendolyn said quickly as she reached down and helped the boy in the crater off the ground. "I got it covered."

"what happened?" Benjamin said looking confused, and unsteady. " last thing I remember was that thing falling in front of us... what was that anyway." from slightly behind him the older witch was making a face that said "LIE TO HIM!".

"it was some lowlife making trouble,. Nothing important, but the shock of that thing falling must have done something to the omnitrix...well tell grandpa about it. Maybe he knows something." Gwen said bending the truth enough to please Gwendolyn .

"in any case lets get going your grandfather should be here any minuet." Gwendolyn said taking Ben's hand and pulling him along behind her, To which Gwen raised an eyebrow. Benjamin straggled along behind her for a moment, being almost completely pulled by her. "come on, you dweeb. Lets go before someone shows up wondering what happened." The older girl said as she pulled on his arm. As the two older children left the two cousins stayed put for a second longer.

"Does she like him?" Ben said disgustedly, as he watched them go through the mall exit. Gwen just started following the older children.

"when I asked her she said....Maybe a little." The younger girl said sounding slightly disgusted in her own way.

"Gross."


	23. Maxwell's Demon

If you see a guy wearing all black with sunglasses tell him that I don't own Ben 10...and that I skipped town.

A/N: this chapter has nothing to do with thermodynamics. Though if you would like to know more about the strange phenomenon known as "Maxwell's Demon" you can look it up on wikipedia

Opposing Sides

Act 2

Chapter 23

"What was all the commotion about." Max Tennyson said as the four children entered The RV.

"Its nothing grandpa." both Ben and Gwen said at the same time. "there was a slight altercation, but its been taken care of." the children all sat down at the table inside the vehicle. Gwen continued the explanation.

"So what did you find out." Gwendolyn interrupted, trying to steer the conversation elsewhere.

"well I found your mirror. It appears to be in the same museum that you originally stole it from in your world. Which I still don't approve of by the way. However the name is different, though It matches the appearance you described." the older man said starting the RV.

"Whats it called here." Benjamin interrupted out of curiosity.

"Here its called the looking glass of Bizel." Max said in an offhand manner. "thats about the only difference as far as I can tell." he said turning out into the street. "I was just wondering how were going to use the mirror. We cant steal it." he said with finality.

"We could sneak into the museum and use it once we get the Null Void Projector." Ben said suddenly, at which point everyone looked at him.

"thats not a bad idea, for once you had a good idea." Gwen said, both proudly and mockingly at the same time.

"Gwen..dolyn, can use her sleep spell to put out the guards and one of us." Benjamin pointed between himself and his younger variant. "can turn into upgrade or Graymatter and take down the security system. Then we use the mirror and nobody is the wiser." he said summing up.

"Well that plans well and good but the Hard part of this is going to be getting a Null Void Projector." Max said from the front seat. "it turns out that none of the Ex-plumbers I know has one, or knows a base where we could get one." he explained.

"So then how are we supposed to help these two get back home." Gwen said starting to get a little frustrated. "so we have a step two but no step one, thats useless." she slouched a little in her seat.

"Now, Gwen I didn't say I had no information, but it is next to useless." Max said with all honesty. "there was a Rogue Plumber in the organization, he stole a lot of alien technology before he was caught and thrown out of the plumbers. Among the things he took were some last generation Null Void projectors." the Ex-plumber said while trying to keep his eyes on the road and his mind on the situation at hand. "But no one I talked to seemed to know where he could be found." he shrugged and left it at that. Until Benjamin spoke up.

"You mean Driscoll" he said waiting for his...well not his grandfather, to answer.

"Yes...but how did you know that." Max said sounding confused. Benjamin crossed his arms, and a look of annoyance crossed his face.

"Because I've fought with him before." he said sounding like he was the victor of the encounters. "The only problem is I don't know exactly where to find him...though I do know a good place to start our search." he stopped and waited for a moment, as everyone waited for his response. It looked like he was going to wait a little longer for suspense until Gwendolyn gently punched his shoulder.

"Well... spit it out." she said, impatient for the answer.

"You may have know him as Driscoll, plumber extraordinar. But I know him as something else altogether." he almost paused again but when he saw the look on both Gwens faces he decided to forgo the showmanship. "I know him as the "Forever King" leader of the forever knights." He said trying to sound dramatic.

"your kidding right." everyone but Gwendolyn said at the same time. All she had to say was.

"Who are the Forever knights?"

* * *

Maxwell Tennyson was almost at wits end. It had been about a week since his grandsons disappearance , and he was running out of places to look and excuses to tell the boys parents. After he had been released from his room in the hospital he began looking for Ben.

The first place he had tried was inside the same hospital. For children with injuries who were brought in within the last few days. However none of the children admitted matched Ben's description. Over the next couple of days he tried checking other hospitals withing a fifty mile radius of the factory. Again he came up empty handed.

He had gone to the police station and had a missing persons report filed on him, after two days. So far he had yet to hear from them. For the life of him, Max couldn't figure out where his grandson had gone, so he began to try the less reliable forms of finding out information.

He began to go to fortune tellers psychics and even a shamen or two. None seemed to give him a satisfactory answer. A few told him that he was dead outright...which he refused to believe. A couple told him that he had left willingly..again impossible. One mystic he had gone to had told him something strange. He couldn't remember there exact words, but what he gathered they meant was this.

"there was a disturbance in the flow of reality, and as a result a hole was opened between the worlds." so he assumed they were trying to say Ben was in another world, which he was almost ready to believe.

He cursed himself for not being the responsible adult he knew he should be. However he had fallen victim to his demon. All people have a demon, or vice if you will. Some people smoke, some do drugs or alcohol, some people cheat on there spouses. Its an Demon that needs to be fed from time to time, or the person will go through withdrawal.

Maxwell's demon, was his thirst for adventure. The adrenalin rush he got from his heroic deeds. He hadn't felt that in over twenty years, until two years ago when his grandson had found the omnitrix. His blood boiled with excitement, though he didn't often show it outwardly. He knew that he should have tried harder to keep his grandson out of danger, but he just couldn't help himself. Though Ben was capable enough to handle most situations...after a fashion, it seemed that he should have put a stop to things when he had the chance.

As he lay in his bed in the RV, he wondered if he would ever see his grandson again.


	24. The Javelin

I don't own Ben 10, or do I...no I don't....then again..no.

Opposing Sides

Act 2

Chapter 24

"you'd think it would be easier to find a group of guys who go around in medieval armor." Ben said with annoyance. "i mean come one how many guys do that in this day and age...Besides medieval times." he said catching himself.

"Duh. They don't go around like that all the time, just when they don't want the public or the police to know who they are." Gwen said tapping her fingers on the table, in annoyance.

For the past two days they had moved to many various locations. There grandfather was looking for any Ex-plumbers in the area who might have a lead on Driscoll. However there search had turned up nothing. To Gwen's annoyance, Benjamin and Gwendolyn had absconded with her laptop. She had turned away for a second and the two from another world had taken it to there side of the table. Gwen however didn't want to be petty. The other two had wanted to see how many differences they could find between there world and the one they were in currently. The younger girl also couldn't help but notice how close the two were sitting as they looked at the screen with rapt fascination.

"Man look at this, here that stupid TV show based on my aliens is called super alien hero buddy adventures instead of Super alien force. Either way though its a lame show, thought the Scottish accent for four eyes is better than the Southern one they gave him in our world." Benjamin said as he looked at the screen.

"I wouldn't know, I had better things to do than sit around watching cartoons." Gwendolyn said accusingly. Gwen nodded in agreement, Ben however had his own opinion.

"But watching cartoons is what kids are supposed to do, don't either of you take time to act your age." he said talking about the Gwens.

"Well I don't know about Gwendolyn, but I don't have time to act like a kid. I have to start preparing for my future." Gwen said haughtily. "in fact I would most likely be studying right now if my parents hadn't "suggested" I come on this trip." she said half accusing her parents for her situation.

"i used to think like that." the older girl said. "But once my parents were gone I realized that even if you prepare for the future things can go wrong. So enjoy the present." as she said this she shot a very short almost imperceivable look over at Benjamin, who only .05 seconds later did the exact same thing to her.

Gwen stopped for a moment, and thought about what would happen if something like that were to occur. Then all the planning in the world would do nothing. She had to admit, it did put a new spin on things for her.

"i suppose your right." Gwen said trying to sound un-phased by Gwendolyn's words.

"of course she's right. You should follow her example. Then maybe you could take that stick out of your butt." Ben said poking at Gwen.

"You little spazoid... I'll..." however before Gwen could get any further in her threat. Someone made a loud noise.

"OH MAN...Zombies VI: Brain Dead is playing in theaters." Benjamin suddenly yelled out. "Aww man I've wanted to see that movie for so long." he said bouncing up and down slightly in his chair. "Hey Grandpa can we go to the movie, I have to see it. You wouldn't let me last time... well not you per say but as good as." he said pleading to him like he was begging for his life.

"I don't know... I'm not sure how to handle this one." Max said keeping his eyes on the road. "whats it rated." he asked suddenly.

"PG-13." Benjamin said trying to make it sound as innocent as possible. "This is a second chance to see it in theaters for the first time. How often do you get a chance like that." he said trying to get a positive response from his...well not really his...but his grandfather.

"Yeah grandpa come on. I really wanted to see that one too." Ben chimed in "you can even come with us. Then it'll be alright since you'll be in the theater as well. Then we have the whole PG-13 thing covered." he said winking to his older self.

"Well...i suppose if I go along...Alright but if it gets to intense were out of there. I mean it." Max said pointing at the two boys, who exchanged a look of triumph. Both of the girls on the other hand had a look that said they could care less, until Benjamin opened his mouth.

"Wanna Come." he said turning to Gwendolyn who was still sitting very close to him. She froze for a moment, not sure what to do. She didn't hate horror movies but she wasn't a big fan of them either.

"umm...I.." she stuttered for a moment. She looked over at the two children on the other side of the table. Gwen had a mixed expression. It said many things without words. Like you cant possibly want to go, and Heres your chance, and don't do it. Ben on the other hand had one look. It said "just say yes so we can go."

"sure why not." she said with a slightly awkward smile. "but you have to buy me snacks, they're way to expensive at the theaters." Gwendolyn said folding her arms.

"but I only have like fifteen dollars left from before we got here....if they can even be used here." Benjamin said trying to persuade her otherwise.

"Tough." she said sticking her tongue out at the older boy. Gwen who both wanted her other self to be happy, but wasn't to thrilled with the arrangement decided to poke fun at the two as revenge.

"well it is the twenty-first century, you could pay for the date...you know going dutch" she said looking at the two. There faces were so red it was hard to stop herself from laughing out loud.

"ITS NOT A DATE." they both yelled at the younger girl.

* * *

"OH my god there coming through the windows downstairs!" a pretty young woman screamed as she closed the door to the staircase. "What are we going to do." she turned a man standing next to her. However he didn't respond. He just sat there staring at the ground, As the moaning from the stairwell grew louder..she slowly approached the man. "Bill..what's wrong..." she was about a foot away when she reached out her hand and...

"AAAAAAAAHHHHHHH." Both Gwendolyn and Gwen screamed at the exact same time In the exact same way. Gwen shrunk down into her seat and covered her eyes with her hands. As for Gwendolyn she had her face buried in Benjamin's shoulder. The two boys however were enjoying themselves just fine. Especially the older one.

"you'd think that someone who had seen monsters and the horrors of the arcane wouldn't be that afraid of a zombie move." Benjamin whispered to Gwendolyn as the scene resolved itself and the movie ended.

"Shut up. I just don't like horror movies all that much." she said as she pulled herself away from him slightly. "especially zombies. They creep me out." she said honestly.

"Wait...why would you go see a zombie movie if your scared of horror movies and zombies." the young hero said looking down at her. Which made her act fast. She suddenly pulled away from him and spat out an excuse.

"Well its not everyday that you get to experience a movie in another dimension.. especially one that hasn't been in theaters for two years." she said defensively. "and I wasn't scared, it just jumped me a little." she said standing up to leave the theater.

"Had me fooled with the whole screaming bloody murder thing." Both Bens said at the same time. They were having near identical conversations. Only difference was, that Gwen was actually angry whereas Gwendolyn..didn't really care."

"alright calm down you two...four...in any case lets get going." Max said as he stood and began to collect his garbage, when there was a strange noise coming from the screen.

Suddenly the screen exploded... and not with emotion or plot, but with fire. All the movie patrons suddenly screamed and began to run for the door. Some of them stumbling over the isles to get out. However the four Tennysons, plus one, stood there ground. As the last of the movie goers made it out through the exits the smoke from the explosion cleared one figures could be seen, along with an obnoxiously familiar voice.

"It is I, Dr. Aloysius Animo, master of genetic manipulation and scientist extraordinar. I have come for the Omnitrix, for when I have its secrets the world will bend to my will. My army of unstoppable mutants will rampage over the earth creating a new race of super beings. Governments will crumble and my rule shall be supreme." as he finished his villainously long monologue he could only note one thing. He was surrounded. Not only was he surrounded but he counted two too many children. "whats going on here. I followed my genetic tracker here it said nothing about two of you." the mad scientist said checking the readings on his robotic suit.

"Well maybe if you spent less time shouting your plan to the heavens and a little more time paying attention, you wouldn't be in this situation." Ben said mocking the demented geneticist.

As the children moved forward, the two boys moved there hands over there watches, and the girls began to channel arcane energies, Dr. Aloysius Animo had but one thing to say.

"Thats good advice."

* * *

"whew, now that was a fight." Ben said leaning on the wall outside the theater.

He looked about he took in the collateral damage. Several cars in the parking lot had been tossed aside like they were nothing, while many others were smashed beyond recognition. An entire section of the lot was also missing, as well as the left side of an adjacent building. The unconscious bodies of countless super mutant animals could be seen stroomed about, The only things that remained intact were the small section of wall that Ben was leaning on and a single light post that was near the building.

Gwendolyn and Gwen both sat glaring daggers at the remaining light post. For tied to the post with an iron bar was none other than the self proclaimed "master of genetic manipulation." Benjamin stood next to the post as Fourarms one of his favorite alien forms.

"Great, not only do we have to find that ridiculous Forever King but we also have to deal with every psychopath on the way to get to him. Its unreal." Benjamin said in a gruff voice.

"Did you say the Forever King." Dr. Animo asked intrigued.

"whats it to you." Gwen and Gwendolyn asked at the same time.

"Well...lets just say I happened to get an invitation from this "Forever King" to his stronghold." the crackpot of a doctor said trying to entice them.

"Why would the leader of the Forever Knights want to see you in person." Ben asked from his place on the wall. He eyed the doctor suspiciously as the villain continued.

"He had a proposition for me. To work for him, so he could be rid of you." he said motioning with his head toward the younger Ben. "however you know how little I like to share the limelight. So I declined." the scientist said sounding serious.

"Where are you going with this." Gwen said eying the evil genius suspiciously.

"if I tell you where his fortress "The Eternal Keep" is located, how about you let me go." Animo said trying to strike a deal. However in response Benjamin pulled the light post out of the ground and brought Animo to eye level.

" How about you tell me and I don't take up the javelin." he said threateningly, with a smile to match. Animo gulped audibly.

"sounds good to me" he said with a big forced smile.


	25. Why Would I Say That?

I don't own Ben 10.

Opposing Sides

Act 2

Chapter25

"So....This is kinda awkward...huh?" Benjamin said from his side of the table. He really didn't know what to say. They had been at the library for about an hour so far, and there had been only silence between the two of them.

"Yeah it is." Gwen said looking at the older boy.

After they had obtained the information they needed from Dr. Animo the group had headed immediately to the location of the Eternal Keep. However upon there arrival they were somewhat surprised. It was a normal 22 story office building...or at least it looked that way. If you were really paying attention you could see some severe security measures...and those were just on the outside of the building.

After they had talked it over for a while they decided the best option was a stakeout, to learn the ins and outs of the building, and the great thing about Plumber tech is that you don't even need to be there. Max and the kids had simply parked the Rustbucket in a nearby parking structure with a good view of the Keep and left it there to both record visual information on the comings and goings of the Forever Knights, and to scan the building for the location of the Null Void Projector. However with all the advanced security around the building the scan was going to take some time...some time being about two days, which was about two days too long for the group of children. Since the initial scan had started it had been about a day and a half.

Since they shouldn't be seen around the Keep they decided to stay at a local hotel rather than inside the RV. They had taken the original external scan of the building so they could begin creating their plan, which relied heavily on the element of surprise. Not only the surprise that the main HQ of the Forever Knights was to be attacked, but the fact that there were two sets of supercharged children would also work to there benefit. As they had seen first hand in there battle with Animo.

In order to confuse the enemy, Benjamin and Gwen were going to be on the front line. If Benjamin was in alien form along with Gwen they would never suspect that something was wrong as the second set of heroes worked during the distraction and slipped in and stole the Null Void projector. So in order to prepare for this upcoming event the two teams were taking time to get to know one another, however this process was...

"Really awkward." Gwen continued. "but at least your not as annoying as my cousin." she said in an offhand manner, as she rummaged through the pile of books in front of her. When she found that the book she was looking for was across the table next to Benjamin she reached halfway across the table. "Could you hand me that?" she said pointing to the book. The older boy picked up the book and placed it in her hand.

"Come on cut him some slack, Hes a ten year old boy. Thats what there supposed to be like. Plus girls are supposed to mature faster, so of course he's gonna bug you" Benjamin said trying to defend his younger self. "Though he does seem a little more...devious than I was. Must be because he has you around all the time." he said the last like it explained everything.

"Great so I'm the cause of his behavior, if I wasn't around he would be a little more mellow. Like you." Gwen said as she pointed across the table at the older boy. "Hey...do my parents exist in your world." she said looking up from the book Benjamin had handed her.

"if you mean uncle Frank and aunt Lilly., then yes those two do exist in my world. They wanted to have kids, I think, but they never had any." he said looking a little uncomfortable talking about the fact that in his world her parents were childless. "But there really nice, when I visit them they always seemed like good people to me." he said trying to make the situation less awkward.

"Hmm...So Gwendolyn and I have different parents." Gwen said writing something down in a notebook she had purchased earlier that day. "Its strange that we would be this similar. Though I could also say the same for you. You seem to be almost exactly like Ben but you've never had any interaction with me, as a cousin. Very interesting" the young girl said continuing to jot things down in her notebook.

"are you studying me?" Benjamin said suddenly feeling very unnerved by the girl in front of him.

"No just making observations about the differences between our dimensions. Its really interesting stuff." she said looking at him, excitement in her eyes. "and once I'm back home ill be able to study without that annoying doofus around all the time." she said half annoyed and half not meaning it. Benjamin could sense the not meaning it portion, and decided to say something he had been meaning to say to her.

"Thank you." he said Honestly. Gwen stopped writing in her notebook and and put her pencil down.

"Why exactly are you thanking me?" she said looking at him suspiciously. Whenever Ben wanted something he would always say something nice first...even if it didn't make any sense.

"I'm not really sure...its just that after my first summer with the Omnitrix I couldn't tell anyone about it." The older boy said looking down at the watch on his wrist. "so I spent an entire year until the next summer, keeping it from everyone, my parents and friends." He suddenly got a very lonely look on his face. "especially my friends. I would disappear often and be late or absent from school if something came up, they thought I was into something bad...and so did there parents. So most of them avoid me now. Some of the neighborhood kids I look after every once and a while still talk to me on a regular basis. But its not the same." he grabbed the watch and began to fidget with it. " Gwendolyn is the first person I have been able to talk with like a friend for a long time. So I just wanted to say thank you for being there for Ben, even if he drives you up a wall sometimes." Benjamin gave her his warmest smile.

"Y..Your welcome." Gwen couldn't help but blush a little. She was beginning to understand what Gwendolyn saw in him. "Anyway, we should go save Gwendolyn." she said closing her notebook and standing up, also trying to avoid looking him directly in the eye. "If she is anything like me, she is probably about to murder Ben."she said half jokingly, as she laughed some, then stopped suddenly "but seriously... she might kill him." she said motioning for Benjamin to follow.

* * *

_I'm going to kill him. _Was the only thought on Gwendolyn's mind. There time together had started off not that bad. She had started by asking him questions about himself, to see what Benjamin was like when he was younger. However after a couple of hours he had found something very interesting. He had found her buttons. They were usually well hidden but he had found them quite easily, and despite their large caustic warning labels he had decided to start pushing them anyway.

He had started off by asking her all about he time as a "Villain" which she had tolerated since at first he didn't mean it mockingly. Then however he had started in on her crush on Benjamin. However it had taken a while until she was actually angry enough to start yelling at him. At first it was just questions about when she met him and what it was like not growing up with him... then however he had suddenly started asking questions like. "so when you two tying the knot anyway." and other childish things such as the "Kissing in a tree" ditty that kids often used to tease one another, and that had been about thirty minuets ago....he was going to be strangled.

"Yooouuu liiike Beeenjaaamin." he repeated over and over. They had returned to the hotel to await everyone else but had forgotten that they themselves did not have a key since Ben had misplaced it. So they were waiting outside the door sitting against the wall. She was at her breaking point. She now understood why Gwen acted the way she did. However the younger girl had built up defenses and retorts all designed to thwart the young boy....where she had none. Then he said his chant one to many times.

"NO I DON'T!" she said spitting venom at him. she decided to try and put an end to his annoyance by taking things one step too far. "In fact the only reason I'm around him is because I need him to get home!!" she said shaking with rage. The young girl hoped that her display would put an end to his juvenile tactics.

"You don't mean that?" he said suddenly looking very hurt and serious, as Gwendolyn took a deep breath and collected herself.

"No...but you wouldn't stop. I had to do something or I was going to try and strangle you. So I yelled the first thing that popped into my head." She said still recovering from her outburst. "Sorry about that. But you have to learn to stop. Its really annoying." she said honestly.

"You may want to explain that to him though." Ben said pointing down the hall. Gwendolyn's eyes moved in the direction his finger indicated. There at the end of the hall walking mechanically back toward the elevator was Benjamin. Gwen was running over to them.

"BEN!" Gwendolyn called, completely throwing there naming convention out the window.

"I know you you were just yelling at Ben but I don't think he understands." Gwen said pointing back at the older boy. "You go deal with him, and I'll deal with this one." she said closing in on Ben like a great white circling a baby seal.

Gwendolyn was off like a shot trying to get to the elevator before it closed. However she came up short. Just as she made it to the doors she only saw Benjamin for a split second before they closed. His face was hard to read, the only emotion she could read before the doors closed was disappointment. She began kicking herself mentally, as she walked back over to the other two children. Gwen had Ben by one ear and was leading him into their room. As the three entered the room Gwendolyn walked over and fell face forward on the bed she shared with Gwen.

"I cant believe I said that." she said throwing a pillow over her head. "Why would I do something like that, to the only person from my world who actually cares about me." she said half yelling, though the words were muffled somewhat. "I'm an idiot." she said flatly from under her pillow.

"Well, you didn't mean it. So just apologize. I'm sure he will understand." Ben said, with Gwen still holding onto his ear.

"I don't want to hear that from you." Gwendolyn said. "You made me mad enough to say it." she threw her pillow and hit him smack in the face.

"ow..I'm not the one who said it though." he said defensively, until Gwen began pulling on his ear again. "OW OW OW...I'm sorry alright." he pleaded with his cousin.

"Darn straight you are." she said pulling once more before letting the boy go. "Gwendolyn, hes right. Just apologize and explain yourself to him and I'm sure he will understand. Your... important to him." she said remembering her conversation with Benjamin, she also had moved in closer to Gwendolyn so that Ben couldn't overhear the last part.

"What?" The older girl said as she sat up to face Gwen. "What did he say." she said suddenly. Gwen said next to her on the bed as Ben went into the bathroom saying something about suing her for trying to tear of his ear.

"Just that your the only person other than his grandfather, and a couple other Plumbers, that knows about his...unique hobby. And that he enjoys having you around." Gwen said remembering the smile he gave her. She shook her head to clear those thoughts. "anyway..." the door to the hotel room opened suddenly.

Grandpa Max and Benjamin both entered at the same time. As Gwendolyn went to go and say something, The older man started in first.

"The Full scan of the building is completed, now we can find the location of the Null Void Projectors inside. However we don't know if Driscoll is here or not so we have to make sure we plan this carefully." Max said trying to impress upon them the severity of what they were trying to accomplish. However Gwendolyn and Benjamin didn't even have a dent. She sat on the bed looking over at Benjamin who would not meet her gaze.


	26. Monster Mash

I don't own Ben 10, cuz I sold it to Poland.

Opposing Sides

Act 2

Chapter 26

Frank had a feeling it was going to be one of "Those" days. When he woke up that morning he found that he was already late for work. As he rushed to get ready he found that he had no matching socks, and had yet to find his security pass. Once he had actually had his uniform on he dashed out the door to his car...only to find he didn't have the keys.

After that he had been caught in traffic, for almost a half hour. When he arrived at work he was chewed out for being so late. He tried to defend himself but his supervisors words were as stabs from a knife. In the end he was told that if it happened again he would be fired. As he left his bosses office he saw his work buddy sitting at there mutual workstation. The front desk.

"Geez man what took you so long. I thought you finally quit on me." said the skinny guard, from behind the large imposing desk.

"you know...its just been one of "those" days." Frank said as he sat down next to his associate. "so anything new." he said as a pleasantry.

"Not much, there going to give us new color coded badges starting next week, though I like my badge, its worn in...it has character." the other guard said as he pretended to shine his slightly worn badge.

"Yeah well I....." that was as far as frank got before there was a deafening crash from the front entrance of the building. In a panic Frank the security guard looked to see what was going on.

There standing where the main entrance used to be was Frankenstein's Monster holding a Volkswagen bus . It snarled and roared as the people inside the building made for the exits. After a moment the newly non-fictional character threw the vehicle in its hands clear across the lobby. It landed and slid to a stop inches from Frank and his fellow guard.

"See, Its just one of "Those" days." He said rather calmly to no one in particular.

* * *

Benjamin was venting a little. For his part in there plan all he had to do was cause as much destruction and mayhem as possible, and at the moment he really didn't mind. After he had heard Gwendolyn yell what she did at Ben, he had been crestfallen. Somewhere in his brain a little voice was telling him that she hadn't meant it, and the voice sounded oddly like Gwendolyn's. Though he didn't care. The words hurt, regardless of there context.

Gwen came in behind him to watch his back. Her job specifically was to make sure that no bystanders were harmed, and that Benjamin was able to get out quickly once the message was received. She was already in the middle of managing the collateral damage. The Debris that was falling from the broken entryway was blocking some of the civilians escape routs so she had her hands full moving the rocks.

"Alright, Who wants some." Benjamin shouted as he began charging up the massive structures sticking out of his back. The form he had chosen was that of Victor. One of his previous enemies. He had absorbed the foes DNA during a battle with him. It was an extremely potent force when used properly. It had a command over the flow of electricity, and electromagnetic forces.

After a few minuets of causing havoc, large doors to either side of the lobby suddenly opened to reveal a plethora of Forever Knights, armed and ready for combat, and thats Just what the alien hero had wanted.

"Glad you guys could join the party." Benjamin's voice rang out, as electricity coursed through his hand. He held it toward the nearest knight, who completely against his will began moving toward the massive monster. As the armored foe collided with the aliens hand, he was quickly thrown into the air slightly and punched back at his cohorts. "To bad its a Monster MASH" the young hero roared as he began to pull in all the knights with is power.

"Was that actually necessary." Gwen said, without even a trace of humor. "Monster mash. Honestly." as she complained about his bad pun she began to channel her energies into the weapons of the Knights closest to her. "Espada... ATAKAR" she bellowed, as the blades held by the Forever Knights began to turn against their wielders.

"What with a Frankenstein and a witch I figured it was fitting." Benjamin said as he began to push and pull at foes with such severity that some were flung clear through walls. "Besides it was funny and you know it." he said sending a bolt of green lighting arching from his hand. It hit the closest enemy and continued to arc from foe to foe until it was stopped by a larger force.

"Ahh... Benjamin Tennyson. You have been a thorn in my organizations side for far to long. I was hoping to have a little more time to prepare for your demise but what better time than the present." It was the Forever King. Dressed in full battle gear, and it seemed his gear was non magnetic.

"Oh, can it Driscoll. You can talk big but without your flunkies and your ninja your nothing but an old has been." Benjamin taunted, Trying once more to affect the older man.

"Thats Driscoll." Gwen said incredulously. "i was expecting a guy like grandpa. Not that fully armored tank. " she said as she threw two knights against the far wall of the lobby. "why didn't you mention this before." the young witch said as she defended herself from another oncoming knight.

"Cuz, hes a pushover." the massive green alien said pointing at the imposing villain. "Isn't that right?"

"I don't know how you know my identity, or of our robotics program's new prototype. But I assure you I am no pushover like the rest of your foes." Driscoll said as his helmets visor began to glow ominously. He was about to take a step forward when Benjamin began taunting once more.

"Really?" the alien said in his most mocking tone. "most villains are" Benjamin began to gather a large amount of energy. "Maybe you should jump on the BANDWAGON" He suddenly made himself a super-electromagnet.

"Ha, I thought you already figured out that my armor is non-magnetic. You disappoint me Benja..." Driscoll never got a chance to finish his sentence as the was hit squarely in the back by a Volkswagen bus.

As Gwen finished off the last of the stragglers, she turned to see Benjamin holding the vehicle over his head with one foot on top of the Forever King.

"Alright, that one was a little bit funny." Gwen said with a small laugh.

* * *

Gwendolyn now sat in the hallway of the first sub basement.

When Benjamin had started his little distraction she and Ben had been in amongst the Bystanders, innocuously wandering about the lobby waiting for the plan to be set in motion. The older sorceress had used a small glamor to change the color of her hair to avoid being noticed quickly.

As chaos overtook the lobby area and people started to flee in fear she had slowly made her way over to one of the elevators with a large duffel bag around her shoulders.

Once inside she had used a small spell to override the control mechanism so that it would take them to the locked floors on the number pad of the elevator. As the door closed she heard Benjamin say something about a monster mash, as both she and Ben laughed slightly at this joke. As she exited the elevator at the first sub basement she opened the duffel bag.

"alright get out here before we run out of time." she whispered into the bag. Not a second later what appeared to be a pile of rags started to slither out of the opening. After a moment of shifting around they had reconstituted into there original form. There standing before Gwendolyn was an Egyptian mummy...or at leas a reasonable facsimile.

"That was pretty good...monster mash." the mummy said, with Ben's voice as it started walking down the hall. "so which duct was I supposed to be going through again." The creature said as it began looking through all the ducts on the ceiling. "was it the sixth or seventh." it took on a pondering look.

"It was the ninth. How can you not remember something so important." The girl said, she had still not quite forgiven the younger boy for his previous transgression. "if you mess this up I will turn you hair pink for the rest of your life." she said threateningly.

"Alright, alright I'm on it." the alien mummy said as it stretched out its wrapping and pulled the ninth vent out from the ceiling. Ben set the vent down and began to noodle his way up into the air duct. "Ill be back in a jiffy." he said as the last of the ribbons disappeared.

After a few minuets Gwendolyn began to get impatient, it was only supposed to take about a minuet to get to the room he was trying for and out. As she started to tap her foot, she heard a noise from down the hall.

As the young witch turned to see what the noise was, something passed by her head. It made a soft noise and barely touched her hair before it stuck about an inch into the wall behind her. She made a small eeping noise as she got a good look at what was in the hall with her.

Standing roughly twenty meters away, was an armor clad ninja. Its cybernetic parts changed suddenly as it threw a second volley of throwing stars in her direction. However before they even made it halfway to her Gwendolyn was already in action.

Three floor tiles suddenly shot up into the path of the oncoming weapons. As they collided with one another the young sorceress began her next move. She began to run at the stealth assassin while chanting some incantation. As the spell activated all of the stars and debris that had been created began to fly back at the ninja, who deftly evaded the attacks.

"Not bad." Gwendolyn said still closing the gap between the two. " But not good enough." however as she finished her sentence she was suddenly in a great deal of pain. There was something sinking into her foot. The girl looked down to find that the remaining portion of the hallway was covered in caltrops. She fell over backwards and tried to pull the metal barb from her foot. As soon as the caltrop had been removed, she went to stand only to find the ninja standing above her, its sword plummeting toward her.

"I don't think so, this time its a monster move, not a kung-fu flick." suddenly all the ninjas appendages had been restrained. As the mechanical villain struggled against his bonds the rest of the ribbons materialized in front of him, in the form of the alien mummy.

"Ben" The young witch said sounding relieved, however her tone changed quickly "what took you so long." She said as she stood up and tried not to put pressure on he injured foot.

"I got a little turned around." Ben said as he flung the Forever Ninja down the hallway. As it tried to stand back up it fell to the floor once more. The servos on its legs had been damaged by the throw. It looked up one last time to see the countless caltrops it had thrown on the floor descending upon it with terrifying speed. The ninja had no time to move before the onslaught of barbs destroyed him utterly. "i think that about wraps this up." Ben said as there was a sudden red flash and he was once more a human child. He held up a small strange looking gun.

"Thats the Null Void Projector." Gwendolyn said unimpressed by the small object. " it looks more like a hairdryer." she said tilting her head to observe the gun more closely.

"Lets get out of here before more goons show up." Ben said as he walked over and let Gwendolyn lean on him. "Cuz I don't want to have to fight any more ninjas than necessary." he said as they approached the elevator.

"You know what. That seemed almost too easy." the young witch said as the elevator doors closed. Ben looked at her like she had just stabbed him in the back.

"Why did you have to go and say that? now something has to go wrong."


	27. We Need To Talk

I still don't own Ben 10.

A/N:I seem to have made the mistake of not using some kind of marker to distinguish between different parts of my chapters....and I apologize. The problem should be fixed by now. If it isn't just let me know.

Opposing Sides

Act 2

Chapter 27

"We need to talk" Gwendolyn said as she looked at Benjamin.

After they had escaped the Eternal Keep, they had immediately bolted to the RV, which Max had been preparing for the operation, and were now on there way to the Location of the mirror. After they had been driving for a couple hours in complete silence, the older sorceress had asked Gwen for some help cleaning her wound and getting it dressed. When this was completed the two girls went back to the table in the Rustbucket. However instead of sitting down, Gwendolyn had grabbed Ben by the arm, unceremoniously dragged him into the sleeping area of the RV, and forced him to sit on the bottom bunk. She gently closed the door behind her.

"What about?" Benjamin said trying to sound uninterested in what she had to say.

"A couple of things...important things." she said as she sat down on the bunk next to him. He turned away from her slightly. "hey... look at me, I'm serious. There are a couple of things I need to tell you." she sad grabbing his shoulder and turning him back toward her.

"alright..I'm listening." he said still not looking directly at her.

"You remember back at the mall, the time you don't remember." she said hesitantly. " well it wasn't just some punk that was robbing the people there. It was Charmcaster." she said trying to gauge his reaction. His only outward reaction was a narrowing of the eyes. He turned to look at her more directly.

"Why didn't you tell me before?" he said slightly confused. "and why don't I remember then." he said trying to figure things out in his head.

" I didn't want you to know because at the time I didn't know how you would react." she looked away from him slightly. "when you saw that it was Charmcaster you blacked out, I think you might have had some kind of reaction to her presence. Like post traumatic stress disorder." she kept her head down and glanced at him askance. "you know...cuz of the.." she made a stabbing gesture with one hand. " I think your watch has a defense mode for such things because you went right into attack mode, after you saw that stone guardian."

"so I attacked Charmcaster...then what." he asked almost forgetting that he still hadn't forgiven her.

"thats another thing I wanted to talk to you about. I tried to use a spell to calm your mind...but I was sucked into it instead." she said rather sheepishly.

"You were in my brain." He said looking a little concerned. "Why, how...what was it like." he said wondering what it would look like to an outsider.

"Empty mostly." Gwendolyn said before she could stop the words from escaping. "But I think I was only seeing what I needed to." she made a quick save. The young girl was trying to explain things to him not make him more angry with her.

"and what did you need to see." Benjamin said waiting for an answer.

"I saw the mirror thoughts you were talking about before we came to this world." she said uncertainly.

"WHAT!? I thought those were supposed to be gone now." he said getting somewhat upset. "i still have that thing in my head." he grabbed both of his temples in his hands and shook them slightly. "I thought you said it would stop if we destroyed the mirror...and it must have been destroyed in the time...space...rift thingy that sent us here." he said panicking slightly.

"Don't worry...I would say that its just the remnants of the resonance with the mirror. It didn't seem complete in the least. It was like a weird amalgamation of our personalities, like once the mirror broke it couldn't hold itself together like it was supposed to and that thing was the end result. Though I don't think it wants to hurt you or take over, in fact it was trying to help you out of that weird trance you were in." she said trying to calm him down. "it said it barely had any real power over you anymore...but it threw me out of your head once I helped you calm down." she said still slightly confused by the whole thing. " in any case that weird mind clone thing, is the resonance that we need for the mirror in this world. If you can resonate with it we can identify our universe and open a gateway to it. Though I'm not sure if this is going to work properly. Science and magic aren't really all that compatible... so using the Null Void Projector might have some adverse effects." she said explaining the facts.

"yeah yeah. Wouldn't want your way home to be ruined." he said turning back away from her. This is the part she was really dreading to talk about.

"Look Ben." she started, she didn't mind calling him Ben when their variants weren't around. " I was only trying to get the little you to shut up, he wouldn't stop repeating the same thing over and over...so I lost it and yelled that at him." she said hoping this would be satisfactory. "I'm sorry for what I said. I didn't mean it." Gwendolyn said sincerely.

"so what did you mean then." Benjamin said turning to get a better look at her.

"i was just being defensive. He kept saying that I liked you, and he kept repeating it. So I was trying to get him to stop." the young girl's face became tomato red. "Because I do." she practically whispered. As Benjamin processed her las words he was almost certain his heart stopped, and for a moment he couldn't breath.

"What was that." he said in a state of panic. "what did you just say..." his full undivided attention was now on the girl sitting next to him. She shifted uncomfortably under his scrutiny.

"I, sort of...maybe...kinda..." she held this pause so long the young boy thought she might never continue. "like you a little." she said focusing on a point on the wall in front of her and refusing to look away. Neither of them could seem to move or say anything for what seemed like hours. Gwendolyn didn't know what had possessed her to actually say that out loud. It may have been that she didn't want him angry at her anymore, or it may have been a case of temporary insanity.

"Really?" Benjamin finally broke the silence, as he turned to face her. His face was almost unreadable. Gwendolyn moved a little mechanically as she turned her head only a fraction of an inch in his direction. There was an expression on her face that he had never expected to see there. She looked meek, as she nodded so slightly that it was almost imperceivable. Benjamin's eyes widened as he stared at her, his face becoming very warm.

They sat for a while staring into each others eyes, both of their faces red with embarrassment. Until a slight smile came upon the boys face. However before Gwendolyn had time to react to his smile he began to laugh. She was completely unprepared for that response. She had been expecting a snide remark, or being completely ignored, even for him to accuse her of "just tying to be nice". However outright laughter wasn't one thing she expected. When he didn't relent she started to get a little upset.

"Whats so funny." she said somewhat defensively, and somewhat nervously. When he didn't stop laughing she started to get angry. "Why are you laughing." she said, however when he still persisted in his laughter Gwendolyn decided to put a stop to it, by flicking his ear.

"Ow." he let out the cry of pain as his laughter subsided, it did not however stop altogether. "I just thought it was funny... The villain liking the hero." Benjamin said before his laughter died down almost completely. Gwendolyn put her hands over her face. She could have died from embarrassment. She thought this must be what Stockholm syndrome was like, a love hate relationship. She had said the most embarrassing thing she could to another person and he had laughed... the young girl didn't know what to do with herself.

"though, I maybe...kinda... do too." Gwendolyn opened her fingers just enough so she could get a look at him, Then brought her hands down to her sides.

"Really?" She had wished for this response...though she had not expected it. He couldn't seem to find any words so he just nodded. As they sat in the silence there hands began to move slowly toward one another's. They were only a fraction of an inch away when..

"What are you guys talking about in here." the door suddenly burst open, as Ben followed closely by Gwen entered the room. The two older children shot apart like two magnets with the same polarity, trying to look as innocent as possible.

"i..i...was telling him...about the thing that happened at the mall....i didn't want him to be surprised if I happened later." Gwendolyn said, giving them a half truth. "thats all." she said trying to avoid suspicion. Gwen saw the look on her older self, and knew instantly what was going on. However it was too late they had ruined the moment.

"well why don't you guys come out to the table, we wanted to play a card game but we needed more people." Gwen said giving an apologetic look to Gwendolyn, who just nodded in response.

"S..Sure why not."Benjamin said unsteadily, as the four children made their way to the table. They all took there usual seats. The older variants on one side and the younger ones on the other. As Ben began to shuffle the cards Gwendolyn felt Benjamin's hand come to rest on hers suddenly. She jumped slightly at the contact, and looked over at the boy next to her. Her gaze didn't stay there longs since she didn't want to alert the others. She did however lean slightly closer to him so she could whisper.

"By the way...i am going to get you for calling me a villain again." she said both threateningly and playfully at the same time.

* * *

Something was looking for Ben. something other than his grandfather.

After a couple more days of searching the older man had almost given up the search, until he heard a news report. It was around eleven o clock at night, and he was scanning the news channels for anything on missing persons or god forbid bodies found. When he had stumbled upon a report of a modern day ghost sighting.

Since he had found that Ghostfreak was still around, he hadn't let his guard down. But now it seemed that his ghostly foe was out and about looking for Max's grandson. It had been seen at every location that Max and Ben had visited since the start of the summer. Granted it wasn't that many places but they had stopped in a few towns on the way to the one he was currently in. however it seemed that the freakish alien had a hard time distinguishing between humans. He was constantly attacking innocent bystanders and questioning them. The media took it that it was the ghost of some mother or father looking for there child. The main question it asked to people before attacking them was usually.

"WHERE IS THE CHILD?". That had only lasted a couple of days . Then there were multiple incidents of robbery, arson, and assault committed within the last two. All taking place near one another. The only thing the crimes had in common was that no one saw the suspects and they all happened after dark. Ghostfreak was trying to lure Ben out... but he was having just as much luck as Max was.

It was troubling to the older man. He couldn't figure out why the villain would try and lure Ben out. It seemed to be a waste of time anyway. However if his enemies still thought there was hope of finding Ben than Max wasn't about to give up either.

"Where are you?" he said wishing Ben would answer.


	28. Evidence

I won't do the hustle, nor do I own Ben 10

Opposing Sides

Act 2

Chapter 28

"Alright. Everything looks set." Max said as he turned to the children. The four of them gathered around the older man as he positioned the mirror in the center of the room. " How long do we have until the guards wakeup." he said turning to Gwendolyn.

"About two or three hours. Plenty of time... I think." the older witch said mostly confident about her statement.

"So what do we do next." Ben and Benjamin said as they began to take a closer look at the mirror. Gwendolyn walked over and grabbed the older boy by the hand and walked him over in front of the artifact. Where she motioned for him to sit down.

"I have to start a resonance between Ben and the mirror. The original traces of his resonance from our world will act like a mineral trace. Its just like how you can tell where a diamond is from if you run it through a spectral analysis. It should allow us to open the gateway to our world instead of just another random one." Gwendolyn explained something very mystical with some scientific terminology.

"so what should we do while you try and create a resonance." Max said motioning to his grandchildren.

"i need you to make sure that your Projector is set so that it doesn't just open up a hole into that Null Void. That doesn't sound like a place I want to go." she said as she sat down in front of Benjamin. "Ben, Gwen you two keep an eye out. If the guards wake up or something happens I need to be able to concentrate." she said handing them there tasks. The two children just nodded there affirmation.

Gwendolyn and Benjamin sat cross legged with there knees touching. As the young boy was about to say something, Gwen took his face in her hands and brought there foreheads together. Both of them began to blush slightly as the sorceress began to channel her energies into Benjamin's head. Not feeling anything, Ben started to say something.

"So whats supposed..."

* * *

"to happen." as he finished his sentence, he noticed he was no longer in the museum with everyone else. He was standing on a black expanse. "Whoa. Creepy." he said trying to see if he could make out anything.

"I know your mind is a little weird." he heard Gwendolyn say from next to him. However when he turned he didn't see anything that he had expected. What stood there was a...Bizzaro Gwen. She had pure white eyes and her hair was both too long and off color.

"your not Gwen." he used the name Gwendolyn usually went by.

"I know....isn't it weird." the Bizzaro Gwen said smiling at him strangely. "Thats the first thing everyone says to me." it tilted its head to look at him without a muscle moving on its face. "its good to officially meet you." She held out her hand enthusiastically for him to shake. He hesitantly took her hand as she began to shake vigorously. "I am Bizzaro Gwen." she said sounding pleased.

"thats the name I thought up a second ago." Benjamin said pulling his hand out of her grasp.. she didn't seem to realize your supposed to let go at some point.

"I know. My original name was mirror thought. But you changed it to Bizzaro Gwen." she said sounding ecstatic.

"oh your that...thing...resonance or whatever." he said finally understanding what he was looking at. "have you been talking to me sometimes. Because every now and again I think I can hear you." he said accusingly.

"YES" she said pleased as peach to answer his question. "Every so often I use some of the power I can store up to send you a thought or two. Like when you were FRANKENSTEIN." she said making a pantomime of the green monster. "i was trying to tell you that Gwen didn't mean what she said. But you were to upset to listen....you never listen." she didn't sound sad about it, just stating a fact.

"well I'm not going to call you Bizzaro Gwen forever, that just sounds weird....how about....Nancy." he decided this because of a small play on words.

"Oh oh... if my nick name is Nancy does that mean my full name is Resonancy." the strange thought amalgamation suddenly started laughing at the joke. "I like it." she said giving him a salute.

"So where is Gwendolyn...er Gwen. I thought she followed me in here." he said waiving his hand to show the vast nothingness.

"Sorry about that Nancy just wanted a chance to talk to you for a little while. Gwen is all business when it comes to these kinds of things." the slightly eccentric thought pattern said making a mockingly serious face, while waving her finger. "ill go get her." she said suddenly. However instead of vanishing it appeared that Gwendolyn was coming to them. At first she was a dot on what Benjamin assumed was the horizon as she hastily flew toward them. Coming to a stop right in front of the other two.

"that was weird....oh its you." Gwendolyn said spotting Nancy, who was far more exited to see Gwendolyn than the sorceress was to see her.

"GWEN, long time no see... ill introduce myself, I'm Nancy." she said holding her hand out to the young girl. Who lightly took her hand and shook it once before pulling her hand back.

"So its Nancy now, is it." she said looking at her strange doppleganger.

"Yes Ben gave me this name, its a good name." the rogue thought pattern said proudly.

"in any case.. Ben we need to start soon." she said turning to the young boy, then back to Nancy. "i need you to try and resonate with the Mirror of Bizel in this world." Gwendolyn said asking her doppleganger politely.

"I can most certainly try." she said giving Gwendolyn a thumbs up. However she leaned over to Benjamin afterwards. " see I told you, all business." the young hero chuckled slightly at her remark but fell silent as Nancy's eyes started to glow brightly, and she became still.

"alright, Ben I need you to focus on home, as hard as you can. Just put all of your focus on that one thought." Gwendolyn said standing off to the side somewhat.

"what are you going to do?" Benjamin asked, as he moved next to Nancy.

"im going to use my magic to find a tear back to our dimension. Hopefully I can find it and open it some so that we can use the Null Void Projector to open the hole wide enough for us to travel through." she said as she grabbed a hold of one of Nancy's hands and offered her free hand to Benjamin, who instantly accepted it. "alright now take Nancy's other hand, and remember think hard." She said emphasizing how important this was.

As the three began there own small ritual Ben thought hard. He envisioned his house, and his parents. He pictured his grandfather, and there trips together. His school, his desk, his enemies, his friends, his room, and finally he thought of himself and Gwen back in there own world. As his focus reached that of a meditating monk he went to open his eyes and...

* * *

was surprised to find himself back inside the museum. He was also surprised to find that the mirror not a meter away was glowing furiously.

"looks like you guys are back." Ben said as he helped his other self up. As he was doing this Gwen was doing the same with her counterpart. "i was getting worried its been almost an hour." the young boy continued.

"I have the projector set up to fire a neutral beam. It shouldn't be able to open any holes itself but it should be able to expand an existing one." Max said as he positioned the Projector on top of a tripod. "this should be it." he said making some final adjustments.

The four children looked at each other sullenly. As they exchanged goodbyes.

"Remember Gwen you have to live for the present... you never know what might happen." Gwendolyn said hugging her younger self.

"alright I will, if you promise to stay with Benjamin." she said remembering what the older boy had said to her about enjoying having someone to talk to.

"I'll try my hardest." the older girl said pulling away from Gwen.

The boys were being a little less mushy about it. They grasped the others hand like they were arm wrestling and simply shook once.

"Remember...Waybig...Awesome, also pre-order Sumo Slammers 5, it comes with extra content." Benjamin said to his younger self.

"Will do." the younger boy said enthusiastically. "ill be ya later." he said trying to make a joke. Which the older boy laughed at a little, as he turned to Gwen.

"Well keep an eye out for Ben for me." he said extending his hand for her to shake, but was surprised when she hugged him.

"Will do, as long as you watch out for Gwendolyn for me." she said squeezing him once before letting go.

"i can do that." he said smiling at her. It made her blush a little once more. She shook her head to clear those thoughts and looked to her older self.

"You may be annoying, but you got moxie." Gwendolyn said ruffling the younger boys hair. She leaned down slightly and looked at him with a smile. "i hate moxie." she said as they both laughed.

The two older children then walked over to Max, and gave him a hug at the same time.

"thank you Mr. Tennyson." Gwendolyn said her voice full of gratitude. "I don't know what we would have done without you."

"Yeah, its been a blast hanging out with you on our first summer trip again." Benjamin said hugging his grandfather tightly.

"Is been fun, I never dreamed in a million years that I would get to meet my grandchildren from another dimension." Max chuckled a little. " alright you two get ready." he said as he aimed the Null Void Projector at the Mirror and turned it on. Instead of the Yellow beam that usually fired from such a device, it was a light blue.

As the beam hit the mirror there was a sudden brilliant light. For a moment no one could see anything. When the light died down there was a big difference in the mirror. Instead of showing a reflection of the museum that they were in it looked like a small room with multiple storage racks against each wall. As Benjamin and Gwendolyn turned back to wave before entering the portal, there was a sudden explosion behind them.

The room suddenly filled with a legion of the Forever Knights. The last to enter was their leader, Driscoll, the Forever King.

"I don't know what your planning to do with this little setup but I don't intend for you to attain your goals." he said waving his hand. Which brought all the Knights in the room to attention. The Tennyson family took up a defensive posture. However as the two sliders were about to do so as well they were suddenly grabbed by there benefactor, Maxwell Tennyson.

"Sorry you two... but its time for you to go. There are other worlds than these, and you may not get a second chance." he said as he pushed them back into the mirror. They never had a chance to react as they fell through the portal. The last thing either of them saw was the blinding green light of Ben transforming.

* * *

As the two exited the portal they hit the ground hard, and slid into one of the storage racks on the side of the wall. Ben immediately scrambled back for the mirror... only to find the Frame was broken beyond repair, and only small fragments of the actual mirror were left.

"it was a one way trip to this side." Gwen said as she caressed the side of the mirror. "its been destroyed on this side remember. We only showed up where this mirrors spatial coordinates are." she said sullenly. "theres nothing we can do."

"But we cant just leave them there." Ben said shaking the frame of the mirror violently. "there were like a hundred Forever Knights. They need our help." he said as he began to shake, not the mirror but he himself was shaking... "Why did he do that." he was almost in tears. "what if they don't make it." he began to hyperventilate. "what if something happens to them. It's our fault....we asked them for help." he fell to his knees and clutched at his chest, as Gwen ran over to him and put her arm around him.

"They wanted to help us no matter the cost...we have to accept there kindness." she said gently rocking him back and forth. She knew that his fear of not being able to save someone was a powerful force. "Besides they are tough, they handle things like this all the time...nothings going to happen to them." she cooed as she continued to rock him. After a few more minuets he began to calm down. "thats better. What we need to do right now is figure out where we are." as she was finishing her sentence they could hear someone outside the door to the room.

"I told you I heard it from inside the room." the first voice said.

"Then why didn't you just check it out yourself instead of dragging me here in the middle of the night." a second more gruff voice said.

"i would but I'm the new guy, I don't have a key yet." the first voice said explaining itself. There was the sound of a key going into the doors lock. As Ben and Gwen backed away slightly not sure who they were dealing with.

When the door opened there were two men sanding in the entryway. One was a young man in his twenties, while the other appeared to be somewhere in his forties. The two men blanched at the children sitting in the middle of the room. As the men approached Gwen got a good look on the sign on the other side of the door. In thick black letters it read "EVIDENCE"

End of part 2


	29. Something Of Yours

Just in case you missed it in every previous chapter, I don't own Ben 10

Opposing Sides

Act 3

Chapter 29

As Maxwell Tennyson, drove around town he could only think about two things. One was his grandson, the other was a deadly alien that wanted something with his grandson. Both thoughts, did nothing to comfort him. It had been about two weeks since the ritual had been preformed and he wasn't sure what to do. He had actually not answered the phone the last time his son had called him wanting to talk to Ben no doubt.

He knew that if he kept looking...maybe just, maybe something would turn up. He had been concerned when Ghostfreak had begun his search for Ben, but ultimately it seemed ineffective. Neither of them had been able to locate the young boy. After two or three consecutive nights of incidents in which Max was certain that the culprit was the ghostly alien, they just stopped. Which the older man wasn't sure weather or not to be happy or upset by this.

As he found a place to park for the night, the cell phone he had bought on his second trip with Ben began to ring. It alarmed him slightly, it almost never rang. If it did it was usually Ben's parents, but it was much to late for them to be calling. He slowed the RV and came to a stop at a parking space near the city park, and opened his cell phone.

"Hello." The older man said after he brought the phone to his ear.

"Is this Maxwell Tennyson." he heard a gruff voice from the other side of the phone.

"Yes. May I ask who's calling." Max said with a little uncertainty in his voice.

"This is the Local Sheriffs department, I think we may have found something of yours." the gruff man said as Max could hear him passing the phone.

"Hey grandpa." Ben's voice said somewhat cautiously. The boy sounded like he might be scolded if he said the wrong thing.

"BEN!!! are you alright, where were you, what happened, I..." however before he could continue Ben interrupted.

"I'm alright grandpa, but the officers here said that they want you to come pick us up ASAP." he said a little apologetically.

"What do you mean us." Max said suspiciously.

* * *

As the two children waited in the reception area of the police station, Gwen began to become nervous. She wasn't sure how Ben's grandfather would react to seeing her. He might just immediately report that she was a homeless child and that she needed to be taken care of by social services. She really didn't want that. As her mind reeled at the possibilities before her she was suddenly aware that Ben had taken her hand into his own. The look on his face said " don't worry." so she took a deep breath. It had only been an hour ago that she had been helping him. In order to affirm that she was feeling better she gave his hand a slight squeeze.

The door to the sheriffs department suddenly swung open as Maxwell Tennyson came bolting in. he looked around hurriedly and found what he was looking for.

"Ben!" he shouted, as he ran over and grabbed his grandson up into a crushing bear hug. "I was so worried....i missed you." he said holding Ben tightly to himself.

"I missed you too, grandpa. Well this you." he said enigmatically. "its good to be home." Ben said as his grandfather set him down.

"come on, we have a lot of catching up to do." Max said as he held his hand out to his grandson, who oddly enough took a step back. The older man eyed him for a second until he saw the young boy take the hand of the girl who had been sitting with him. Ben looked into his grandfather's eyes, the only interpretation Max had for that look was "not without her." and it didn't look like he was going to back down on this. The older man wondered what had happened while they were gone.

"You too....Gwendolyn." Max said trying to remember the girls name correctly. "we have a lot of ground to cover. Both literally and metaphorically." as he reached out once more for his grandson's hand, this time he accepted it with a smile. However before they even made it one step to the door there was a hand on Max's shoulder. It was the officer with the gruff voice.

"Were going to need you to fill out some paperwork." he said setting a pen and a huge stack of papers down in front of the older man.

* * *

"...you were in another dimension...one where you two are cousins...and everything there was from two years ago?" Max said incredulously, as they finished telling him there tale. Leaving out some of the details to protect the innocent...or themselves. "Thats amazing... Ive been looking all over...its no wonder that I couldn't find you." the older man said his eyes still watering. He hadn't cried but he had thought about it.

"so what are we going to do about Gwen, grandpa." Ben said motioning to the girl sitting in the seat next to him. "we cant just abandon her to some orphanage, or something like that." he said looking very serious. The girl in question however had barely said a word. "i wont let that happen." the young hero said looking over to reassure Gwen.

"I don't know..." Max said considering, the options for such a situation. "well we could..." he was about to say let social services handle it, but when he looked at his grandson he could see that the young boy would vehemently oppose such a decision. He hemmed and hawed for a while. His brain trying to decide what to do when a loophole presented itself to him. "Well why don't we take her with us for now...then after summer is over we can make a decision then." he said smiling at his grandson. Who jumped up in triumph.

"thank you grandpa." Ben said as he gave his grandfather a tackling hug, however he instantly pulled away and turned to Gwen who had a smile on her face for the first time since entering the RV over an hour ago. "See I told you he wasn't mad." Ben said matter of factly. Gwen turned to face the older man.

"Thank you, Mr. Tennyson." she said politely.

"You don't have to be so formal... how about uncle Max, instead. Mr. Tennyson is to stuffy for me." Max said smiling at the girl. "and if Ben is willing to stick up for you this much then you must be important to him, and I wanted to thank you, Gwendolyn, for watching out for him." he said with sincerity.

"No problem, and you can call me Gwen." she said holding her hand out for him to shake. He reached out and accepted her offer.

"well I don't know about you two but I'm wiped out." Max said, as he realized they would be changing there sleeping arrangement. "Well. You two can take the bedroom and ill sleep out here in the foldout cot." he said pointing to the back room.

* * *

The two children changed into there pajamas, Gwen who had been using her younger variants clothes for the past week had to resort to using a pair of clean boxers and one of maxes old shirts. They then proceeded into the back bedroom. Inside there were two mattresses one big and one small. The big one was the master bed that his grandfather used and the smaller one was on the floor, which was designated for Ben.

The young boy threw himself on top of his mattress. And pulled the covers up over himself.

"Are you sure I can have the big bed." Gwen said sounding uncertain. "it is your RV after all." she stood still and waited for his reply.

"are you kidding grandpa would kill me if he found out I made you sleep on the floor mattress." Ben said with emphasis on the kill part of his little speech. "plus it really doesn't matter to me, I can sleep anywhere." he said remembering the chair he had slept in at Tammy's house.

"alright. If you insist" she said as she got into the large...well large for an RV...bed. As she lay down for a moment she let out a sigh of relief. It was only a temporary grace from her fate but at least she would get to spend some more time with Ben before having to leave. "well at least you know how to treat a lady." she said as she pulled the covers over herself.

"Ha...lady." Ben said sarcastically to himself, mostly out of reflex. As he was immediately hit in the face with a pillow.

"Jerk." Gwen said flatly as she brought her pillow back up to her level. As Ben was about to complain or retaliate he was suddenly dumbstruck as the young girl leaned down and quickly placed a kiss on his forehead. "Thanks." she said as she darted back under her covers, leaving Ben completely confounded.


	30. Klaxon

Yaarggg. Im a pirate...and as such I don't own Ben 10.

Opposing Sides

Act 3

Chapter 30

The day after they had started there trip anew Max had made Ben call his parents, since they called wanting to talk to him constantly. The conversation had gone alright until Gwen had woken up and come out of the back room, and asked who he was talking to. His parents immediately started in on him. "Who was that?" "was that a girl.". He had immediately said bye and hung up the phone. The next time Max had talked to them on the phone he had to make up a story about something on TV...no one believed it but neither of his parents wanted to call his bluff.

It had been a week since he had found Ben and decided to let his young friend Gwen, tag along with them. Since then they had traveled to the plumber base at Mt. Rushmore, so that he could do the overhaul on the new RV that he had been wanting to do for a while now. During the week that they had spent together, Max had noticed a few things. Like even thought the two children bickered constantly, neither of them ever got mad. They would sling a couple insults back and forth, then maybe Gwen would give Ben a light punch to the arm, and they would go back to enjoying themselves. He also noticed that every once and a while as the two were walking somewhere, if they thought he was out of sight, they would hold hands.

He thought they were adorable. It was the first time he had ever seen his grandson act...so mellow, yet so active. Like he funneled all of his trouble causing energy into his "arguments" with Gwen. Of course he kept a close eye on them, but they were just kids after all. He just wanted to make sure. The older man was however a little concerned about what to do after he brought Ben home. There were only about two weeks left for summer vacation. Then he would be bringing his grandson home, And he would have to do something with Gwen.

Whenever the two children would go to get something to eat or went to take a look around where they happened to be stopped for the day, Max would begin to set his plan in motion. He had started to look for solutions for Gwen. He didn't want her to end up bouncing from foster family to foster family until she was eighteen, so he set about finding something permanent for her. What he had in mind, he hoped, would be a solution that everyone would be happy with. Even Ben.

So now he sat in an old abandoned garage used by the plumbers to refit there vehicles. He was almost done with the minor adjustments. Ben had helped him along earlier in the week by using both Upgrade and Graymatter, to speed up the process of assembling the alien tech onto his new RV. As he was about to start on a new portion there was a sudden brown out, followed by a two second blackout. As the lights turned back on Max let out a sigh.

"Ben...what are you up too now."

* * *

"Ow.. why did you hit me." Ben leaning defensively away from Gwen.

"Because you destroyed Mt. Rushmore. What kind of idiot would do something like that." she said as she went to go and whack him in the back of the head once more.

"I wouldn't have shown you if I thought you were going to attack me over it. Besides its not like I had much choice. That stupid Forever King was gonna kill me if I didn't do something about that energy thingy." he said still moving away from her defensively.

Ben had taken the young girl to a location where there was a good view of the monument, and dropped the holo veil that had been set up to create the illusion of the original Mt. Rushmore. He had only left it down for a split second just long enough for her to get the big picture. She had definitely not reacted the way he had hoped.

"do you ever do anything like a normal person." Gwen yelled at him, she wasn't totally mad at him, but she was a little perturbed that the monument had been destroyed. "its like you have a magnet that attracts trouble, or something." she said, stopping her assault.

"actually its a tractor beam." Ben said dropping his defense. "and since this thing attached itself. To me." he said pointing to his watch. "its been nothing but trouble." he sighed and leaned against the railing of the viewing platform. "though it is a lot more fun than a normal life." the young boy said with less enthusiasm than usual, as if he was trying to convince himself. "and I did get to meet you, even If it did involve a slightly bruised rib and two weeks in a coma." he said turning to face the young girl next to him.

"I guess your right... maybe its a good thing that you have a tendency to attract trouble. I wouldn't be around if you didn't." she said scooting a little closer to him. Ben noticed this, but instead of moving closer to her he stood almost completely still. It seemed that the more time he spent around her the more nervous he became. Now once there conversations ended he wasn't sure what he should do. If they kept arguing he could keep his cool. But just seeing her standing next to him, it made him unable to process his thoughts correctly.

"_Kiss her._" he suddenly heard, it had sounded like Gwen but it was actually Nancy talking to him. He had as of late been able to pick out her thoughts from the back of his head whenever she tried to send him a message. It was sometimes handy, like if he forgot something before leaving the RV she would yell at him to go back and get it before he got to far away. However, at times like these when it was just Gwen and himself she would tell him to make his move. Which made it ten times harder to act normally. "_GO ON DOOOO IT" _it was about the third or fourth time she had talked to him today so she must have been running out of steam, since she didn't have a lot of power to spare.

"would you shut up." Ben said it out loud, but in a hushed voice. Gwen looked over at him with a raised eyebrow.

"i didn't say anything." she said eying him suspiciously.

"Not you Nancy. She keeps telling me to...." Ben's eyes went wide, as he stopped before he let anything important slip. He hadn't meant to say anything aloud so when Gwen responded to him he kept going as If the conversation was in his head.

"she told you to what." The young witch said moving closer to Ben, an intrigued smile on her face. "well out with it." she leaned in close to him, her face only about a foot away. The poor boy didn't know what to do, his rogue thought patterns words repeated in his head. She was too close he had to move away.

"u..umm...she...you..." he backed away awkwardly and took a deep breath. "nothing...she was just saying we should head back since its getting dark." he said lying through his teeth. "and shes right its going to get dark if we don't get back soon." he said still walking backwards slightly awkwardly.

Gwen smiled at his red face and jumbled words. She had a feeling she knew what it had actually said, since it was once a reasonable facsimile of her mind. Her face turned the same shade of red as Ben's as she went to follow him, and before he could get away she ran over and grabbed up his hand. Someone had to take the initiative.

* * *

the two children made there way back into the base where the RV was, and instantly let there hands fall apart as Max rolled out from under the newly modified vehicle.

"Hey guys, doesn't she look great." the older man said patting the side of the RV gently. "just finished up the last of the work a few minuets ago." he said wiping his hands on his pants. "So Ben, playing with the holo veil again." he said, with a look that said he expected this at some point.

"i just wanted to show Gwen what really happened. By the way when are we gonna get that fixed. Someones going to notice eventually." Ben said as he approached his grandfather.

"its an impressive reproduction though." Gwen said walking behind the young boy. "if you didn't know that it was a fake I don't think anyone would notice unless they try to touch it." she said, as both of the children stopped in front of max.

"Well I was going to call in some old work buddies of mine to see if they could lend a hand, but...." there was suddenly the sound of a klaxon. And a large screen descended into the garage. Displayed on it was a newscast.

"Its bedlam...thats the only word that I can use to describe this situation." there were people running and screaming all over the place. "the downtown area is in ruins, the city is in a state of panic and its all the work of someone calling themselves Zs'Skayr...am I saying that right...he appears to be after the strange alien heroes that have appeared over the last two years, stating that if they don't stop him he will continue his destruction until they show themselves." as the newscaster finished her sentence there was the silhouette of someone Ben knew very well slowly approaching the camera."

"GHOSTFREAK!!" Ben yelled. "didn't we get rid of him like five times already." he shouted to no one in particular. "i thought I was going to be able to enjoy the rest of summer vacation like a normal kid for once." he said shooting a look over at Gwen. Who only smiled at him amusement on her face.

"This is normal for you." the young girl said as she locked her arm with his. "now lets go take care of that one eyed freak." she said pulling him up into the RV. Max following close behind.

"i don't like this." the older man said as he closed the door behind him.


	31. Daylight Savings Time

I don't own Ben 10.

Opposing Sides

Act 3

Chapter 31

"so this "Ghostfreak" guy used to be an alien in your watch...but he escaped. Because his consciousness is held in every strand of his DNA." Gwen said repeating what she had just been told.

"Yeah, and he cant come into contact with direct sunlight. Though if he were to ever merge back with me he would be able to live in the light." Ben said shaking his head worriedly. "and we've gotten rid of him four or five times. Hes like a giant ghostly cockroach. He refuses to stay dead." he sat back in his seat.

"so is that why hes calling you out."the young girl said as she took a seat behind Ben. "so he can merge with you and take control." she said making spooky noises and hand gestures. "seems like a creep to me." Gwen said as she looked to Ben for a response.

"He's one of the worst villains we know, he almost covered the earth under a veil of darkness once." Max said driving as fast as he could without arousing suspicion. "it would have been two summers ago, there might have been a time when you suddenly cant remember what you were doing...or how you got where you were." he said remembering the incident clearly.

"i do remember I was at the mall...then I was in some movie store a block away, and everyone looked confused." Gwen said uncertainly. "so this guy is a big time bad guy, like that Forever King." the young witch said trying to get a feel for her new enemy.

"No, Ghostfreak is worse. The Forever King wouldn't destroy the world. He doesn't hate humanity. But that phantom freak thinks that hes so much better than us." he said, sounding angrier with every word.

"So do we have a plan to deal with this guy... it sounds like sunlight is our best bet. But he sounds like a character that only comes out at night." Gwen said standing up from her chair and moving over to where Ben was, sitting next to his grandfather. She plunked herself down on the armrest of his chair, the young boy shifted slightly in his seat. What the little voice in his head had told him replayed once more.

"Before we left the plumbers compound I grabbed a couple of Sunguns, they shoot a beam as powerful as sunlight, and its just as deadly to Ghostfreak." Max said as he began to pass a smaller car in front of him. "Though if we lose those its over for us. And Ben you have to wait to transform, if he is about to get to you then you can, but otherwise just stick to using the Sunguns " he said turning his head slightly to see if his grandchild understood.

"why would he wait for that." Gwen said unaware of certain information.

"that looser cant posses me if I'm one of my aliens." Ben said smugly. " if he tries while I'm going hero he just sort of covers me instead of melding..or merging." Gwen had begun to lean in more closely to listen to what he had to say, and he had no room to back up.

"So how long until we reach that town." Ben said trying to divert her attention a little. He knew he liked her but he just couldn't focus when she got that close.

"_Just relax. Breath. And don't panic."_ Nancy said from the back of his mind.

"It'll take a couple more hours, why don't you two get something to eat. Cant fight on an empty stomach." Max said as he began to speed up. "and don't worry I got some "normal" food before we left" he said chuckling slightly.

As the two children went to the table inside the RV, Gwen spoke her mind.

"Don't do anything stupid." the young girl said as she opened the refrigerator, and grabbed a jug of orange juice.

"What do you mean stupid." Ben said as he sat down at the table. Gwen pulled a glass from the cupboard, set it on the table and filled it.

"Well...you know...something Ben like." she said turning around to put the juice away. She actually had a bad feeling about this Ghostfreak guy...like she had met him before, and she didn't like it. "you know all those things you have a tendency to do... that are stupid." Gwen said as she faced toward Ben. "Like that...." Ben was already halfway done with the juice she had just poured for herself. "That was for me!! not you dweeb." she said as she slowly walked over to him. He paused in the middle of drinking, still holding the glass to his lips.

"umm...then I guess its good that your so forgiving." Ben said trying to assuage her anger. "and pretty did I mention pretty." the young hero said as he set the glass down on the table.

"Flattery will get you nowhere." Gwen said, glaring daggers at him. "now if you would be so kind as to get ME a glass of juice. She said sitting down across from him at the table. She held her threatening look, which made him move with great speed as he prepared for her another glass of orange juice, and set it in front of her. "the first time I hear that I'm pretty from a boy and its just to save his own skin." she said shaking her head in mock disappointment.

"what? have you ever been on the receiving end of that glare of yours? I swear, you could put someones eye out with that, its so sharp." he said retaking his seat. "plus you shouldn't have to hear that from me, to know its tru...." Ben stopped suddenly and realized what he had said. Gwen had stopped in mid drink and put her cup down. She looked at him considering, as if weighing him. After a moment she smiled at him. "Thanks..." however before Ben could say anything there was a sharp pain in his shin. "Still a jerk though." she said as she stood up and went to the cupboards to find something to eat.

Ben began to rub his shin hoping to sooth his pain. He was about to yell at her about kicking him when he saw the look on her face. She was beaming as she looked through the cabinets. That smile had a soothing effect all its own...and he decided to let it slide this time.

* * *

the trio had to drive through two police road blocks to get to the town where Ghostfreak was causing his mischief. Max had flashed some official looking documents in order to persuade the officers to let them through. After that it was a half hours drive to the city. Which had been mostly abandoned.

It was like a war had broken out. There was almost nothing left to distinguish the ruins as a town. Here and there Signs proclaimed that once, there had been a store at that location. Paper littered the streets, and in some places there were vehicles left by there owners. Not that there was any real road left for them to use.

"This is awful." Gwen said as she stepped down from the RV. " he did all this in just one night." she turned to see the two Tennysons exit as well.

"I told you Ghostfreak has no regard for human life." Max said handing each kid a Sungun. Its almost dark..so be on your guard." the older man said as he began moving through the streets looking for signs of there foe. The two children following closely watching each others backs.

"Gwen do you know any spells that could produce sunlight." Ben said quietly as they moved passed a ruined bookstore.

"i know some for regular light. To read by and for dark places...but sunlight is something else altogether." there was a slight noise from the side, which made Gwen jump suddenly. She unconsciously moved closer to Ben, who bolstered his courage and took her hand.

"just calm down..hes not really a ghost." Ben said as they followed Max through the town. "hes just an alien...that can turn invisible, pass through walls.....and possess people....ok so maybe hes a ghost." he had tried to be reassuring but it was hard when you didn't believe the assurances yourself.

"Its not just that. I feel like I've met that thing somewhere before." the young sorceress said as she tightened her grip on Ben's hand. "and for some reason it's very unsettling."

"He was possessing Hex, during the ritual. I don't know if he had been before that but I know he was there for that." Max said, not taking his eyes off his surroundings, especially now that the sun was almost completely down.

"And it seems that everyone made it out of there just fine..." suddenly in between the three of them, the ghoulish alien appeared from thin air. "I'm surprised to see that the sacrifice is still around, if..." before he even got in another word Gwen fired her Sungun. However the alien had clearly been watching them for a while and knew what to expect. He sunk into the ground to avoid the blast. " well you are of no importance to me." suddenly Gwen was hoisted into the air by an unseen force and sent through the wall of one of the ruined buildings.

"GWEN!!" Ben and Max both shouted at the same time, as they began to fire there Sunguns into the area where they assumed the alien had been. They both began to run over to where Gwen was, when suddenly something Caught Max's feet, and tripped him. Ben fired once more into the spot where he figured the alien was.

As Max tried to stand he was suddenly flung into a nearby lamp post, and fell unconscious. Ben was beginning to hyperventilate. He didn't know where his enemy was. His grandfather, And...very good friend. Were both being thrown about like toys. And he didn't seem to be able to do anything about it. As the young boy was deciding what to do he felt an icy chill in his chest, as Ghostfreak materialized in front of him. In his panicked state Ben didn't know what to do...his brain couldn't process it. He was going to lose the people he cared about.

"Give up child. You cannot win against something far superior to yourself. Resign yourself to your fate." The Ectonurite was about to begin the melding process when he was suddenly hit with an extraordinarily bright beam.

"BEN, I know your scared but unless you do something your fears WILL come true. It doesn't have to though, if you try hard enough." Gwen said as she stumbled out of the rubble. "don't let him win." she said limping over to where he stood. However before she was foot away her Sungun was smashed to pieces in her hand, and before she had time to react she felt an icy chill up her spine.

Ben looked on in horror as Gwen became Ghostfreak's puppet. Her eyes darkened and the expression on her face became one of madness.

"Aww isn't that sweet. This one like you child." Ghostfreak said with Gwen's voice. " its a shame you wont get to spend more time together." Gwen's body leaned down and picked up a jagged piece of metal from the ground...and held it to her throat. "you would have made such a nice couple."

"STOP." Ben yelled, as he threw down his Sungun and backed away from Gwen. "You can take me...just leave her alone...and my grandpa. " he said with defeat tying his words down. "just leave her alone."he pleaded. Gwen smiled radiating pure ecstasy, as Ghostfreak left her body.

"I'm glad you changed your mind...now..." however as he was about to continue there was a blinding green flash, and Ghostfreak was suddenly tackled by something moving faster than the speed of sound.

"Lets see you possess me now big shot." Ben had used the split second that was lent to him when the evil alien exited Gwen's body to change into XLR8. The green lizard held tightly to the monster and ran at full speed.

"FOOLISH CHILD... this is what I have been waiting for." Ghostfreak said excitedly. "with the Power I acquired from that pathetic sorcerer I can possess you any time I like." The abomination said as it drove its claws through Ben's alien form. "Now I shall have the power of the omnitrix." Ghostfreak said as he let his form begin to meld with Ben's.

"Thats impossible...." Ben said as he barreled forward moving at speeds he had never dreamed existed. He gritted his teeth through the pain lacing every muscle in his transformed body.

"With your power I will.."

* * *

"RULE" Ghostfreak was suddenly aware of there minds merging. He felt his consciousness and the boys becoming one, and soon he would overshadow Ben completely. The evil alien could feel the the young boy calling for help in his mind...however he was caught completely off guard when it actually came.

"HIYA" there was suddenly something attacking Ghostfreak's mind, it was a type of madness he had never encountered before. "you should leave Ben alone now." a voice tore through the aliens being.

when the alien monster finally got a look at what was attacking he became horrified. He instantly recognized the power that this being radiated. It was the power of Bizel.

"How is this possible...the artifacts were destroyed." Ghostfreak said incredulously.

"I don't know!!!" Nancy yelled honestly as she continued to tear at Ghostfreak, who after recovering from the initial shock of her attack was now fighting back. There was a massive tug of war going on inside of Ben's brain...which he was powerless to do anything about. The only thing he could do was send encouraging thoughts to his defender.

The two beings clashed for what seemed like an eternity.

"I WILL NOT LOSE" the horrifying alien shrieked with every facet of its conciousness.

"yes you will" Nancy said putting more energy into her efforts.

"NOOOO I WONT." Ghostfreak was becoming worried now as the energy of Bizel suddenly shot forward.

"Yuh-huh!!" and using the last of her power all at once Nancy pushed at Ghostfreak who..

* * *

was ejected from Ben's mind.

"She wont be able to save you a second time Child." the horror said as the wind tore at his back. However he noticed the visor on XLR8's head flip back, as he continued to run.

"Hey Ghostfreak your looking a little pale." Ben said triumphantly. The alien villain's eye went wide in surprise as he turned around and saw where they were. While he had been detracted by the second personality inside of Ben's head he had failed to notice that he was being taken to where the sun did shine. "HOW BOUT SOME SUN!!" the hero shouted as the two of them ran straight through the dawn and into the sunlight.

"NOOOOOOoooooo...." Ghostfreak's cry fell silent as he turned to ash in Bens hands.

The young boy came to a stop in the middle of a field, as the the omnitrix symbol on his chest blinked, and in a flash he was himself again.

"HAH!! I didn't let him win...Gwen." the young hero said as he smiled and fell over. He was both physically and emotionally drained. He then heard the last message he would ever hear from Nancy as he slipped into unconsciousness.

"heh..daylight savings time...i should have used that one."


	32. When Have I Ever Listened

I don't own Ben 10

Opposing Sides

Act 3

Chapter 32

"Where is he...that dweeb better be alright." Gwen said from the passenger seat of the Tennyson's RV.

When the young girl had regained consciousness the last thing she remembered was telling Ben not to let Ghostfreak win. However neither of the two seemed to be anywhere. After taking a look around she had limped over to where Max had fallen and shaken him awake, though he didn't seem to know anything either.

They had spent the last few hours driving around the city looking for Ben . Max even brought out some heavy duty scanners to check every pile of rubble for any trace of the boy, but for all there searching they had still come up empty handed. They had decided to call it a night at around three in the morning, so they drove back to where they had last seen Ben and parked there for the night. Max had told Gwen to get some sleep when he turned on the TV inside the RV and began to search the local news networks for any sign of Ghostfreak.

As Gwen changed into her pajamas, she felt a pang of loneliness. The boy that had been stuck to her side for the last few weeks...was suddenly gone. It was as if a part of her was missing. The only thing she could compare it to was the feeling you get when a noise that you hadn't even noticed suddenly stops. Even if you weren't aware of it...it was still making noise, and when this noise suddenly stops the ensuing silence is unnerving.

The young girl crawled into her bed and tried to sleep. However no matter what she tried, she just couldn't . Usually they would talk some before actually trying to sleep, and then she could hear him breathing...which admittedly, was annoying at first, but now that it wasn't there it was like she was in a different place. After tossing and turning for a while she suddenly rolled off of her bed and onto his mattress, anything to be closer to him.

As she lay in the dark curled into a ball in the bed of the one she loved, she began to cry.

* * *

The next morning when Gwen woke up she had nearly forgotten the events of the day before. However she became painfully aware when she noticed that she was still sleeping in Ben's bed. The young witch took a moment to compose herself before getting up and ready for the long day ahead. She had already done enough crying the night before, in fact she didn't remember stopping.

As she got ready she noticed that the RV was moving...very quickly. She threw the rest of her clothes on unceremoniously, and dashed out of the bedroom to see what was going on. As she entered the cabin area she noticed that they were on the highway.

"WHERE ARE WE" Gwen shouted as she ran up to the drivers seat. "WE CANT GO ANYWHERE UNTIL WE FIND BEN!! " the young witch yelled losing control of her self for a moment as the window next to her began to crack. Max however seemed un-phased by any of it as he turned to her...with a smile?

"I just got a call from Arkansas. It was from Ben." he said as his eyes began to water. "hes alright... hes alright." he said half to Gwen and half to reassure himself.

"WHAT, when did he call, why didn't you wake me up." she began to fire questions at him so fast he couldn't keep up.

"He said he didn't want to run up the phone bill of the woman who helped him. I got to talk to her for a second. She seemed like a nice lady." Max said as he turned his attention back to the road. " we should be there in no time." he said flipping a switch on the console of the RV. "i was waiting until you woke up to do this." as a large button came up out of the center of the console. Gwen sat down in the passengers seat, she was ecstatic as she buckled in. "Hold on tight." The older man yelled as he mashed down on the newly installed booster system.

* * *

Ben Felt awkward, as he sat across the table from Tammy and Lilly. He had no clue what the odds were of ending up in the same place randomly twice, and in different dimensions to boot. He had slept thought the entire day and woken up the next morning in a very familiar looking bed. And sitting at the end of it was Ms. Tammy and her daughter. He had started off by exclaiming how good it was to see them again, before remembering that they had never met him in this world.

After that he had explained his situation...to the best of his abilities. It seems that Lilly had been playing in the field the day before and found him lying in a large crevice in the ground. He figured it had been made when he stopped so suddenly as XLR8, and boy was he sore now. All of his muscles ached, he decided to make a mental note to never do that again.

After giving him some breakfast Tammy had let him use the phone to get In touch with his grandfather. Max had sounded so relived over the phone, Ben was sure that he had heard the older man crying. He absolutely understood his feelings. He had wanted to talk to Gwen but he had heard that they had stayed up half the night looking for him so he decided to let her sleep.

As he sat at the table and chatted with the two Hayfields he suddenly heard a familiar engine roar. He smiled from ear to ear as he dashed out of the small house, and down the steps to the street. There waiting for him was the RV he had come to know. The door swung open before it came to a complete stop, and out hopped a familiar face.

"GWEN!!" he yelled as he started toward her. At the same time she bolted over to him. Before he had even made it three steps she had tackled him to the ground. As his back impacted with the ground he noticed a strange sensation. Gwen was kissing him. His mind struggled for a moment, as he tried to comprehend what was going on...then it went completely blank as he kissed back. It seemed to last forever, but it was mere seconds. As she pulled away from him he could see the tears streaming down her face, and the mixture of emotions in her eyes.

She smiled at him for a moment before hitting him hard in the shoulder, which she followed up by diving back down and pulling him into a hug.

"I thought I told you not to do anything stupid." she said sobbing, as she squeezed him tightly. After his mind had time to reboot from all the stimuli that had been thrown its way, he hugged her back.

"When have I ever listened."


	33. Epilogue

I don't own Ben 10

Opposing Sides

Epilogue

"honey your going to be late for school." a motherly voice shouted up from the kitchen downstairs. Ben , however didn't feel much like doing anything. He went thought the motions of getting ready but his mind was elsewhere.

The rest of his summer with Gwen spent happily traveling with his grandfather, with no more strange interruptions. The young girl and the older man kept a sharp eye on him though. They didn't want to let him out of there sights, lest he disappear again. As the last few days approached, a heavy feeling began to form in Ben's chest. He could see it in Gwen's eyes as well. Though they made the best of there time together, and spent every moment either bickering like they usually did or enjoying each others company while exploring whatever town they happened to be in at the moment.

However all good things must come to an end. Two days before he was to start school his grandfather had brought him home. As he packed his things back into his bag the heavy feeling began to crush him. He didn't want to leave Gwen. As the two said there goodbyes she leaned forward and gave him a goodbye kiss their first since the day they had found him again.

As his grandfather brought him to his door Max leaned down and told him something. "Don't worry about Gwen. Ive found a good family to take care of her." he had said "i set it all up these last few weeks. She's in good hands." however Ben couldn't feel happy knowing that. He should have been happy for her... but he wanted to be happy with her.

He plodded down the stair of his house and into the dining room where his breakfast had been laid out for him.

"you'd better eat up before it gets cold." his mother had said. Though he really hadn't heard anything she had said for the last two days. It all went in one ear and out the other. "did you have fun on your trip, I like grandpas new RV, did you go anywhere nice, I got you new school clothes, your father got a raise last week, did you hear about those robberies that took place over the summer, oh your aunt and uncle are moving to town isn't that exiting, so ready for school tomorrow." every single thing she said just didn't seem all that important. So he just nodded and ate his breakfast.

"are you alright... you haven't complained once that you have to go back to school." she said handing him his book bag. He accepted it without emotion, which was how he answered her.

"I'm fine, I just feel a little out of sorts." he said as he made his way to the door.

"well have fun at school." she said leaning down to give him a hug. It was the first time since he had been back that he had felt even a little alright.

"I'll try." Ben said as he made his way out the door.

* * *

The whole day had been excruciating. Every class seemed to drag on and on. The young boy had trouble focusing. Everything seemed so...insignificant. Not that school ever was interesting for him, but it was even more pointless now.

At lunch he had sat at his usual table. He had a couple of friends at school that he would hang out with on occasion. However when he saw that two of them had become a couple it made his head and his heart hurt. He didn't even get through half of his food, before he stood up and left the lunchroom.

He was now in the last few minuets of the last class of the day. Every second of the clock seemed to be mocking him. The second hand seemed to take hours for one revolution. Just when he was sure he was bout to go insane there was a message from office. Followed by the final bell.

"Would Benjamin Tennyson please report to the office. I repeat, would Benjamin Tennyson please report to the office." he was out of the classroom before it had finished his name the first time.

As he made his way through the throng of children, he absentmindedly wondered what he did to merit a visit to the office. Though naturally he never did. As the office door came into view it suddenly opened, and two familiar people stepped out, talking to the principal.

"Aunt Lilly, uncle Frank, what are you guys doing her." this was actually a surprise enough that it broke him from his melancholic mood. His aunt and uncle turned to him with a smile.

"we were just enrolling a new student, and we were wondering if you could show her around." as they fully exited the office Ben saw someone following them.

"GWEN!!" he ran over to her before anyone could stop him as he pulled her into a hug. Everyone in the hallway stopped and looked at the sound of his voice.

"Ben...Ben..you have to let go everyone is staring." Gwen said trying to pry him off gently. As he came unstuck he noticed all the attention on them. However nothing could ruin his mood.

"Alright people go about your business." he said making a shooing gesture, as everyone hesitantly went back to what they were doing.

"Dad said you'd be happy to see Gwen." Frank said as he watched the interaction between the two. " But I never thought I'd see Ben do something like that." he said turning to his wife, who smiled at the children.

"alright while we fill out the paperwork you can show Gwen around." Lilly said giving them a gentle push down the hall.

* * *

"so how did this happen." Ben said as the two of them roamed the school. It had been a little while since the bell had rung so the halls were empty now, save for a straggler or two

"well after we left...Grandpa...uncle...i think ill stick with Uncle Max, he explained to me that he had already found a family to take care of me. So we set off but we only drove for like ten minuets before we came to your...my...Frank and Lilly's new house." Gwen said happily and slightly confusedly. "so yesterday we spent the whole day going through the adoption process. It was a bit tiering." she explained.

"so why didn't you guys tell me...i felt like I had lead in my gut." he said looking at her sincerely.

" Uncle Max wanted it to be a surprise. He knew that your aunt and uncle wanted to have kids but never did...or could. So when he told them he had a little girl looking for a home they happily accepted. And they moved here recently because there were no good schools in there area. The only one they knew of was the one you attend." the young girl said motioning to the building around her. "so now we only live a few miles apart." she said beaming at him.

"So are we cousins now....or something." Ben said uncertainly, remembering their other selves.

"Well were not technically related, and I already...sorta asked Frank and Lilly how that would go... so its ok for us to go out." she said nervously. A sly smile came to Ben's face.

"And who said I was going to ask you out?" he said with mock indignation.

"oh you will." She said rather confidently.

"but that would go against my number one rule." Ben said baiting her.

"and what rule would that be." she said as she turned to face him.

"I don't date villains." the hero said.

He then saw Gwen about to give him her now signature jab and moved to defend himself. When nothing happened after a few moments, the young boy began to grow suspicious. Just as he was about to open his eyes he felt her arm wrap around his.

"thats ok...because as an antihero I can totally date heroes."


	34. Just An Idea

Don't own Ben 10, or Ben 10 alien force...which I don't approve of.

A/N: just running this by people. It would be a continuation of sorts. This next bit would happen at the same time as the epilogue. because I love confusing people with dimensional/time things.

Just a simple yay or nay will suffice.

Meanwhile 

There was a bright flash in the tiny room, as four teens suddenly appeared from thin air.

"See told you I could get us here." said a girl with long orange hair, as she stood up and dusted off her skirt. She turned to help one of the people standing next to her. It was another girl about her age but with short black hair.

"I never doubted that you could." one of the two boys in the group said. He had short brown hair and He was also slightly shorter than the other boy with them, and quite a bit smaller. "but next time could you make the ride less bumpy." he said standing up.

"yeah, I nearly lost my lunch back there." the oldest of the group said, as he surveyed his surroundings. He had long black hair and a black shirt on. "So are you sure there going to help us." he said as he located the door and walked over to it.

"They will, we helped them out about five years ago. They owe us a favor." The younger of the two boys said. "That and since there technically us, I don't think they would refuse." he said pointing between himself and the orange haired girl.

"So ill get to see what you and Gwen will be like in a couple years." the black haired girl said as she looked around the small room. "that ought to be interesting." she said walking over to the younger boy. "hey maybe you've grow a little more Ben." she said putting her hand on his shoulder.

"what ought to be really interesting is to see what happened between them." Gwen said sounding slightly disturbed. "In this world were not related, and the other me had a crush on him." she said pointing at Ben.

"Thats disturbing....Well whatever lets just get out of here and find them so we can get there help." the oldest of the group said touching the door. As he made contact, his skin seemed to take on the properties of the door. After a moment it looked as if his skin was made of the gray metal. Then with a single punch the door was sent flying off its hinges. "alright you ….."

there was suddenly an alarm going off inside the building. All of the teenagers panicked at the noise.

"Whats going on." the girl with the short black hair yelled through the noise. However she got her answer when Ben pointed down at the words written on the fallen door. Every single one of them groaned there displeasure. The words written in bold black letters stated. "Evidence."

"Great...we were in a police station." Ben said holding his hands up, as some officers came running down the hall. "think they'll let us make a phone call." he joked.


End file.
